New Legal Obligations for Corporate Incorporation and Modifications
Effective June 2025 Costa Rica has introduced critical legal reforms that directly impact how Costa Rica companies are created, updated, and maintained. These updates reflect a broader national effort to digitize corporate processes, reduce administrative friction, and align with international best practices.
Two major changes business owners need to be aware of are:
- The elimination of legal corporate names for new companies
- The mandatory registration of a valid email address for all corporate entities
These reforms are outlined in Law No. 10729 and Directive DPJ-002-2025.
Elimination of Legal Names in New Company Registrations
Beginning in June 2025, all new business entities registered as a Sociedad Anónima (S.A.) or Sociedad de Responsabilidad Limitada (S.R.L.) will no longer be able to assign a corporate name during incorporation. Instead, the Public Registry will issue a corporate identification number (cédula jurídica), which will act as the company’s official legal identifier.
This change is already legally in force and affects all incorporations moving forward.
Key changes:
- Legal corporate names are no longer accepted during incorporation
- Name reservation requests are no longer available
- Commercial names (brands) must now be registered separately through the National Registry of Intellectual Property
- This rule applies to standard commercial entities only. Entities subject to specific regulations, such as SUGEF-regulated financial institutions, may still be permitted to use corporate names
Why company registration matters in Costa Rica
While the registration process may be more streamlined, this reform shifts the responsibility of brand distinction to business owners. If you want your company to be recognized in the marketplace, registering a trademark or commercial name is now more important than ever. Without it, you could lose control of your brand identity or miss out on protections that come with formal IP registration.
Mandatory Email Address Registration for All Companies
In tandem with the removal of legal names, Costa Rica has made it mandatory for all companies to register an official email address with the Public Registry. This address will serve as the primary channel for receiving government notices, legal notifications, and official correspondence.
For new companies (after June 4, 2025):
- A valid email must be included in the incorporation deed
- This email becomes the legally recognized address for receiving government communication
- Filings without an email address will be automatically rejected
For existing companies:
- All companies incorporated before June 4, 2025 must register an official email address by June 4, 2026
- Failing to do so could result in limitations on the ability to file changes, process legal acts, or maintain legal standing
How to comply
Companies can update their email address using one of the following methods:
- A public deed executed by a notary and signed by the legal representative or general power of attorney
- A notarized and protocolized shareholders’ assembly resolution
These filings can be submitted at the Public Registry or through approved online government platforms.
- There is no government fee if the only update is the inclusion of an email address
- If the update is submitted alongside other modifications—such as changes to board members, bylaws, or address—then standard registry fees apply for each change
Frequently Asked Questions
Do I still need to register a company name?
Not for legal incorporation. But if you want to build a recognizable brand or protect your business name, you should register it as a trademark through the Intellectual Property Registry.
What happens if I don’t add an email address?
Your company may be prevented from registering changes, executing legal acts, or remaining in good standing. Compliance is required to maintain legal status.
Can companies formed before the law keep their names?
Yes. This rule applies only to companies incorporated after June 2025. Existing businesses may continue to use their registered legal names.
How do I know if my company is exempt from this rule?
Some businesses governed by special legislation or financial regulation may not be affected. Blue Zone Legal can help you evaluate your company’s legal classification.
Why these reforms matter
These changes are part of a nationwide shift toward digital-first governance and simplified corporate administration. They aim to:
- Reduce bureaucratic inefficiencies
- Centralize legal notifications in a secure, trackable format
- Clarify the division between brand identity and legal entity status
Although these reforms simplify processes in some ways, they also create new responsibilities. Failing to comply may result in rejections, delays, or the inability to carry out corporate updates.
How Blue Zone Legal can support you
Blue Zone Legal offers personalized assistance to help you navigate these regulatory changes with ease and confidence. Our legal team can assist with:
- Drafting and filing incorporation documents that meet the new standards
- Updating email records for existing companies before the 2026 deadline
- Registering your commercial name or trademark to protect your brand
- Clarifying whether your entity is exempt from the naming reform
- Resolving issues with public platforms and registry filings
Whether you’re starting a new venture or managing an established company, it’s important to act now. We can help you avoid unnecessary complications and make sure your business is legally secure and future-ready. Contact Blue Zone Legal today at info@bluezonelegal.com.
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