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Costa Rica – Corporate Email Requirement Eliminates Registered Agents
Costa Rica has implemented significant changes to registration requirements for companies under Law No. 10.597, effective 4th of June 2025.
These changes require the inclusion of a valid email address as an official means of notification for all companies registered in Costa Rica, while simultaneously eliminating the resident agent requirement.
Key Changes
The legislation introduces two fundamental changes to corporate registration requirements:
- Mandatory email address inclusion in Articles of Incorporation for official notifications
- Elimination of the Resident Agent appointment requirement
This represents a modernization of Costa Rica’s corporate communication framework, transitioning from traditional resident agent services to digital notification systems.
Applicability and Timeline
The requirements affect all legal entities operating in Costa Rica with different implementation timelines:
- New Companies (formed on or after 4 June 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 4 June 2025): Have a one-year grace period until the 4th of June 2026 to register an email address. Failure to comply will block any future filings including amendments and company resolutions until resolved
Required Actions
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.
Compliance Steps
To ensure proper compliance, companies should:
1. Email Verification:
Verify the email’s accuracy and functionality before submission.
2. Email Management:
Ensure the email is actively managed since any notices sent to that email will be imputed as received by Costa Rican government authorities.
3. Filing Documentation:
Indicate in the filing that the email will be used for formal company notifications.
4. Future Updates:
Update the Registry promptly if the email changes in the future.
The email must be exactly as written in the notarized document filed with the National Registry, and the company is fully responsible for ensuring the email is active and accessible.
Risks of Non-Compliance
After the 5th of June 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.
How Mercator® by Citco (Mercator) Can Help
For assistance with Costa Rica’s new email requirements or to learn more about Mercator’s comprehensive corporate secretarial services, please contact mercator@citco.com.
