As of June 4, 2025, Costa Rica has implemented a significant change to the registration requirements for companies. These changes, introduced under Law No. 10.597, require the inclusion of a valid email address as an official means of notification for all companies registered in Costa Rica. Below is a breakdown of the key points and what company owners must do to comply.
Who Is Affected?
New Companies (formed on or after June 4, 2025):
Must include an email address in their founding documents. Omitting the email will result in a registration defect, preventing approval.
Existing Companies (registered before June 4, 2025):Have a one-year grace period (until June 4, 2026) to register an email address.
Failure to comply will block any future filings (e.g., amendments,company resolutions) until resolved.
How to Register an Email Address
Existing companies must submit their email address to the National Registry of Costa Rica through one of the following methods:
Notary Public deed (The legal representative of the company personally appears before a Notary Public and requests the inclusion of the email for company purposes).
Protocolized Assembly or Shareholders’ Meeting (This requires holding a shareholder meeting of the company and designating the email for company purposes. Then a Notary Public must extract the minutes of the meeting called a Protocolization and record that in the National Registry).
Both methods require publication in La Gaceta (the official government gazette) since this change modifies the company’s bylaws.
Key Changes & Exemptions
Elimination of the Resident Agent Requirement:
The role of the resident agent is eliminated. Including one in new filings will be considered a defect and not allowed.
Waiver of Recording Fee:
If the only update that is being recorded is adding an email, then the recording fees are waived.
Fees are still required if other amendments are made simultaneously.
Email Validity Rules:
The email must be exactly as written in the notarized document that is filed with the National Registry
The company is fully responsible for ensuring the email is active and accessible.
Symbols, numbers, and abbreviations are allowed if they follow standard email conventions.
Consequences of Non-Compliance
After June 5, 2026, the Registry will reject any new filings from companies without a registered email. This includes any type of company filing that requires registration in the company section of the National Registry.
Recommendations for Compliance
- To avoid delays, companies should:
Verify the email’s accuracy and functionality before submission. - Ensure the email is managed since any notices sent to that email will be imputed as received by Costa Rican government authorities.
- Indicate in the filing that the email will be used for formal company notifications.
- If you change email then be sure to update the Registry promptly if the email changes in the future.
