Johan Anzora
On April 1, the filing period for the annual ordinary declaration of the Register of Transparency and Ultimate Beneficiaries (RTBF) for the 2026 reporting period begins in Costa Rica.
This period has certain particularities due to recent regulatory changes in the country’s legal environment. Essentially, the changes are summarized in Circular DPJ-002-2026 of the Registry of Legal Entities of the National Registry, which unifies qualification and registration criteria regarding the appointment of the representative or agent to file the RTBF.
Below, we present the new developments and important points to consider for this year:
- Person Responsible for the Declaration
In accordance with Article 5 of Law No. 9416 and Article 5 of Executive Decree No. 44390-H, the Legal Representative of the legal entity is authorized to file the RTBF declaration.
The Legal Representative must file the return using their digital signature. It is important to remember that a digital signature can only be obtained by natural persons who are nationals or hold a residence permit. If none of the entity’s legal representatives is a national or holds a residence permit, a General Power of Attorney must be granted for the filing of the RTBF.
- General Power of Attorney
One of the main changes compared to previous periods is that it is no longer possible to file the return using a special power of attorney. In accordance with Article 7 of Joint Resolution No. MHDGT-RES-0020-2024/DG-336-2024, only a General Power of Attorney may be granted.
In this regard, the National Registry has clarified, through the aforementioned circular, that only a single general power of attorney in the form of a natural person is permitted, during the periods deemed appropriate and for ordinary or extraordinary declarations. Furthermore, the General Power of Attorney may be granted in accordance with Article 1253 of the Civil Code—that is, the broadest power of attorney under the law—or in accordance with Article 1254 of the Civil Code, in which case the power is limited to the acts regulated therein.
- Granting of Power of Attorney through a Shareholders’ Meeting
According to Circular DPJ-002-2026, the power of attorney for the filing of the RTBF may be granted directly by the Legal Representative (provided they have the authority to grant powers of attorney) or through a shareholders’ or partners’ meeting.
At this point, it is essential to refer to the recently approved Law No. 10840, “Law for the Harmonization of the Commercial Code and the Strengthening of Special Powers.” This law eliminates the concept of the power of attorney from the Commercial Code, which was used for the representation of shareholders or partners at meetings held in a corporation or limited liability company.
From now on, if a shareholder or partner is outside the country and a meeting must be held, issuing a power of attorney is no longer sufficient; instead, a special power of attorney authenticated by a lawyer and bearing the appropriate signatures is required. This necessitates planning meetings well in advance.
- Exceptions for the Registration of a Proxy
In the event that the entity is in arrears with the RTBF, it is possible to grant a general power of attorney for the filing of the return. In such cases, the National Registry will apply the exception under Article 34 of Decree No. 44390-H, allowing the registration of the power of attorney and thus enabling compliance with the pending return(s).
If you have any questions or need assistance, please write to us at costarica@consortiumlegal.com.