MANDATORY EMAIL REGISTRATION AND ELIMINATION OF CORPORATE NAME FOR

S.A. AND S.R.L. ENTITIES IN COSTA RICA
 

As part of our ongoing commitment to communicate to our esteemed clients about their compliance
obligations and any relevant changes in the law, as well as to lead efforts in completing and filing such
requirements, we provide below a detailed summary of two significant regulatory updates that will affect
corporate registrations in Costa Rica:

1. MANDATORY REGISTRATION OF CORPORATE EMAIL ADDRESSES (Effective June
4, 2025 – Directriz DPJ-002-2025 under Law 10.597).

As of June 4, 2025 (the “Effective Date”), all corporate entities registered in Costa Rica are required to
register an email address with the Mercantile Section of the National Registry, in accordance with Law
10.597 and Directriz DPJ-002-2025 issued by the National Registry.

KEY POINTS:

Purpose: The registered email address will be incorporated into the corporate record in compliance with
Law 10.597 and will be used for official communications as contemplated by the applicable regulatory
framework.

APPLICABILITY AND TIMEFRAMES:

• Existing Entities: All existing corporations must register their corporate email address within one
year from the Effective Date, i.e., by June 4, 2026.
• New Entities: Required to include a corporate email address in their articles of incorporation from
June 4, 2025, onwards.

REGISTRATION PROCESS:

Existing Entities:

To comply with this new requirement, existing entities may proceed through one of the following two
options:

• Option 1: Amend the articles of incorporation to include the email address, documented through a
notarized resolution of a shareholders’ or quotaholders’ meeting.

This process is as follows: a shareholders’ or quotaholders’ meeting (depending on the corporate
structure) must be held. If the client is not in Costa Rica or is otherwise unavailable, we will provide
a Proxy Letter authorizing our Firm to hold the meeting and include the corresponding email
address, in order to comply with the recent legal amendment.
 

Once the meeting has been held and the resolution signed by the designated proxy holder, we will
proceed to notarize the resolution and file a certified copy with the National Registry for official
recording.

• Option 2: Submit a formal request by means of a public deed, executed by the company’s legal
representative(s) or by an individual holding a duly granted Power of Attorney, who must appear
before a Costa Rican Notary Public. Please note that this process requires a wet signature to be
recorded in the official Notarial Deed Book (Protocolo), in accordance with Costa Rican legal
formalities.

New Entities: Must stipulate a corporate email address in the articles of incorporation.

PUBLICATION REQUIREMENT:

The inclusion or modification of the corporate email address constitutes a formal amendment to the
company’s articles of incorporation. Consequently, this change requires the publication of a notice, which
must be published in La Gaceta, Costa Rica’s official newspaper.

Pursuant to Transitory Provisions I and II of Law 10.597, the registration of the corporate email address,
whether completed by public deed or notarization, is exempt from stamp duties, registration fees, taxes, and
other charges, provided it is the sole act being registered.

This exemption does not apply to the mandatory publication fee mentioned above, nor to the notary and
legal fees, which are charged according to the government’s fixed tariff plus the applicable 13% VAT.

Should other amendments be included alongside the email registration, the applicable fees for those
additional changes must be contemplated.

FORMAT OF EMAIL ADDRESSES:

The National Registry will accept email addresses containing numbers, abbreviations, symbols, and signs,
recognizing the technical functionality required for effective electronic communication.

2. ELIMINATION OF CORPORATE NAME REQUIREMENT FOR S.A. AND S.R.L.
COMPANIES (Effective June 2, 2025 – Pursuant to Law 10.729).

Law No. 10.729, published in Alcance No. 69 of La Gaceta, came into effect on June 2, 2025. This law
introduces a reform to Costa Rica’s Commercial Code by eliminating the option to assign a corporate name
in the articles of incorporation for most newly formed entities.
 

Going forward, the corporate identification number (commonly referred to as the “cédula jurídica”) will
serve as the official corporate name, with the exception of entities regulated under specific legislation. It is
important to note that this change does not affect companies that have already been registered.

KEY CHANGES:

Identification by Corporate Identification Number:

Companies will now be incorporated without specifying a corporate name. Instead, the entity will be
identified exclusively by its cédula jurídica (corporate identification number), which is assigned by the
National Registry at the time of registration.

Legal Type Designation:

The entity’s legal type (e.g., S.A., S.R.L., Ltda.) must still be stated in the articles of incorporation and
included in all official records, invoices, corporate documents, announcements, and publications.

Transitional Provision:

Entities in Process:

Companies whose incorporation process was already underway prior to June 2, 2025, remain subject to the
previous legal framework.
 

For purposes of registering corporate email addresses, Shanahan Legal offers a dedicated email address that
can be used for clients who prefer to have official notices directed to an address monitored by our Firm.
This helps ensure that any communications are received, reviewed, and addressed promptly and
appropriately.

However, if you would prefer to use a specific email address of your own, please let us know. To ensure
accurate registration, we will be reaching out to each of our clients individually to confirm the email address
to be used, whether it is our designated address or your own.

If you have any questions about this process or need assistance with the registration or related legal
requirements, please feel free to contact our Team at lawrence@shanahanlegal.com and/or
emily@shanahanlegal.com.