If you are a foreigner who owns a company in Costa Rica, you are required each year to file the Transparency and Ultimate Beneficial Owners Registry (RTBF) declaration with the Central Bank. This declaration tells the government who really owns and controls the company.
The recent court ruling means that you cannot just use a simple special power of attorney for your lawyer or accountant to file on your behalf. Instead, you must grant them a General Power of Attorney, which is a broader type of legal authorization signed before a Costa Rican notary and registered.
Background of the Case
The Costa Rican Bar Association (Colegio de Abogados y Abogadas) had filed a precautionary measure against the State and the Costa Rican Drug Institute (ICD), arguing that requiring a General Power of Attorney (Poder Generalísimo) instead of a Special Power of Attorney (Poder Especial) to file the RTBF:
Creates unnecessary costs for companies and individuals.
Violates legal principles such as proportionality, legality, and reasonableness.
Limits attorneys’ professional practice and discourages foreign investment by exposing business owners to excessive risks.
The government of Costa Rica and the ICD defended the rule, emphasizing that:
The obligation to provide RTBF information stems from Law No. 9416 (2016).
The decree aligns with international recommendations from the OECD and GAFI (FATF) to combat money laundering and tax evasion.
A 2020 resolution already required powers of attorney to be granted in a public deed and registered, meaning no “new” cost is created.
A General Power of Attorney can be limited in scope under Article 1254 of the Civil Code, and it is more practical than a special power since it allows multiple RTBF filings across different years.
Why the Tribunal Rejected the Injunction
The Court concluded that the Bar Association failed to prove the type of “serious and irreparable damage” required to justify a precautionary suspension. Key points included:
Evidence Rejected: The Court refused additional evidence offered by the Bar, clarifying that precautionary measures are summary proceedings, not full trials.
Appearance of Legitimate Right: While the Bar Association presented a reasonable case, the Court stressed that the constitutionality or legality of the decree must be resolved in the main lawsuit, not in a precautionary measure.
Lack of Irreparable Harm (Periculum in Mora): The Bar did not prove a current or imminent serious harm.
Public Interest vs. Private Interest: Given the lack of demonstrated harm, the Court prioritized Costa Rica’s public interest in fighting corruption, ensuring fiscal transparency, and meeting international compliance standards.
As a result, the precautionary measure was denied, and the provisional suspension granted in April 2024 was lifted.
What This Means for Companies and Attorneys
The immediate effect is that the original wording of Article 5 of Decree 44390-H is reinstated in full:
“In exceptional cases, duly justified, the legal representative or similar may grant a general power of attorney for the presentation of the RTBF declaration. A Joint Resolution of General Scope, indicated in Article 15 of this Regulation, will establish the procedure and conditions to register an attorney-in-fact.”
In practice, this means:
Companies and individuals filing RTBF declarations must once again comply with the requirement to use a General Power of Attorney, not just a special one.
Lawyers, corporations, and foreign shareholders must adapt immediately to the reinstated framework.
While the main case is still pending, the current regulatory scheme remains fully in force.
It may cost more up front, since a General Power of Attorney has to be executed in a public deed and registered.
Once granted, however, the General Power of Attorney can be used for multiple filings and future RTBF declarations, so you don’t need to repeat the process every year.
Failing to comply with this requirement can lead to penalties, fines, or problems with your company’s legal standing in Costa Rica.
As a result of this. if you are an expat and you do not have a Costa Rica residency card and digital signature card you will need to make sure your lawyer, CPA or local representative has the correct General Power of Attorney in place before the RTBF filing deadline.
