A new law in Costa Rica, Law No. 10597, introduces a significant requirement for all Costa Rican companies registered and operating in the country. Published on December 3, 2024, this law mandates that companies designate an official email address to receive notifications from administrative and judicial government authorities.
This move intends to make it easier for the government to initiate administrative and legal proceedings against companies without having to personally serve the legal representative as is currently the standard. Below, we break down the key aspects of the law and what companies need to do to comply.
Key Changes Introduced by Law No. 10597
This law amends several existing legal satutues, including:
- The Commercial Code (Law 3284): Updating the requirements for commercial entity registration.
- The Law of Judicial Notifications (Law 8687): Adding provisions for electronic notifications.
- The General Law of Public Administration (Law 6227): Expanding electronic communication in administrative matters.
- The Law on the Registration of Documents (Law 3883): Incorporating email addresses into the registration process.
Additionally, the law repeals certain provisions of the Commercial Code to ensure consistency with the new requirements.
Implementation Timeline
- Six-Month Preparation Period: The National Registry has six months from the law’s enactment to implement the necessary procedural changes. This will include creating a simple, fast, and cost-free process for companies to register their email addresses.
- One-Year Compliance Period: After the six-month preparation period, existing companies will have one year to formally register their designated email address. This registration must be submitted through a formal request signed by the company’s legal representative.
- No Fees for Registration: Registering an email address will be exempt from stamp duties, registry fees, taxes, or other charges.
Requirements for Existing and New Companies
- Existing Companies:
Must update their registration to include a valid email address. Any changes to the company’s bylaws or articles of incorporation in the future will also need to reflect the designated email address for notifications. - New Companies:
As of the law’s effective date, all newly established companies must include their email address in the articles of incorporation.
Consequences of Non-Compliance
The law is strict about compliance:
- The National Registry of Legal Entities will refuse to record any type of documentation related to a company unless an email address is oficially registered.
- Notifications sent to the registered email will be deemed valid. If you fail to register an email during the allotted time frame then it will result in the automatic application of notifications, which may affect legal deadlines and obligations.
Updates to the Law
- Article 18 of the Commercial Code: Companies must provide both a physical address within Costa Rica and a valid email address for official notifications.
- Article 20 of the Law of Judicial Notifications: Judicial and administrative authorities can notify companies via the email address registered with the Mercantile Registry.
Preparing for Compliance
Companies should start preparing for this change by:
- Identifying or creating a dedicated email account for notifications.
- Ensuring their legal representative is ready to handle the formal registration process.
- Staying informed about updates from the National Registry regarding implementation procedures.
Conclusion
Costa Rica’s move to adopt email notifications for commercial entities reflects a broader trend of digitization in legal and administrative processes. Companies should act promptly to comply with these requirements and avoid potential disruptions to their operations.
