Businesses and foreign shareholders must adapt as Special POAs are invalidated for RTBF; only registered General Powers of Attorney are recognized.
Costa Rica has confirmed a critical compliance change that affects the filing process of the Registry of Transparency and Final Beneficiaries (RTBF). This annual declaration is mandatory for companies, trusts, and other legal entities operating in Costa Rica.
Effective immediately, Special Powers of Attorney (poderes especiales) can no longer be used to authorize a third party to file the RTBF declaration. Instead, a General Power of Attorney (poder generalísimo), notarized and registered in the National Registry, is now the only valid mechanism to delegate this obligation.
Why the Change in RTBF Filing Rules?
The restriction on using Special Powers of Attorney for RTBF filings stems from two key developments:
1. Court Ruling – April 10, 2025
On this date, the Administrative and Civil Tax Court of San José issued Resolution No. 2025-003672, rejecting a precautionary measure filed by the Costa Rican Bar Association.
The Bar Association had sought to maintain the use of Special Powers of Attorney for RTBF submissions, arguing that requiring a General Power of Attorney increased costs and violated proportionality principles. Initially, in 2024, the Court had granted a provisional suspension of the rule, which allowed companies to continue filing through Special POAs. We reported on that development in our 2024 RTBF Update and Filing Extension.
However, with the April 2025 ruling, that suspension was lifted. The Court reinstated the full validity of Article 5 of Decree 44390-H, which makes it clear that only General Powers of Attorney, duly registered in the National Registry, are valid for RTBF declarations.
2. Central Bank Confirmation – August 13, 2025
The Central Bank of Costa Rica (BBCR) reinforced this interpretation through Official Notice CD-012-2025, published on the Central Directo Portal, reminding companies and foreign shareholders that Special Powers of Attorney are invalid for RTBF filings. The notice also clarified that granting a General Power of Attorney is considered an exceptional solution only for cases where the legal representative lacks a Costa Rican digital signature (firma digital).
Together, these developments have made the legal framework clear:
- Special POAs cannot be used for RTBF in Costa Rica.
- Only a General Power of Attorney registered in the National Registry is valid.
- This requirement applies immediately and will remain in force until the pending main case is resolved.
What This Means for Foreign Business Owners
If you are a foreigner who owns a Costa Rican company and do not have a digital signature card, you must ensure that your lawyer, CPA, or local representative has a properly registered General Power of Attorney before the next RTBF filing deadline.
Although granting a General POA may seem more complex at first, it provides long-term advantages:
- The same power can be used for future RTBF declarations across multiple years.
- It ensures continuity and compliance with Costa Rica’s corporate transparency regulations.
Next Steps to Stay Compliant with RTBF in Costa Rica
Non-compliance with the RTBF declaration can result in heavy fines, reputational damage, or restrictions on your company’s legal standing in Costa Rica.
At Blue Zone Legal, we are already adapting our compliance processes to meet the updated rules:
- Clients enrolled in our Corporate Compliance Annual Services package can rest assured that we will coordinate the preparation of the correct General Power of Attorney in time for the next filing. If immediate registration is not required (for example, if your company already complied with the 2025 obligation in April), we may advise waiting until closer to the next deadline, as the regulatory framework could still change again.
- If you are not currently enrolled, we can prepare the draft of the required General Power of Attorney and stand ready to register it when appropriate, ensuring that your company remains fully compliant without incurring unnecessary costs.
Stay Ahead of Regulatory Shifts
Costa Rica’s corporate compliance landscape continues to evolve, and this latest ruling on the RTBF declaration is only one part of a broader movement toward stricter transparency and digital-first governance.
For example, as of June 2025, major reforms under Law No. 10729 and Directive DPJ-002-2025 have also changed how companies are incorporated and maintained. These reforms include:
- The elimination of corporate names in new incorporations.
- The mandatory registration of an official corporate email address, with a June 2026 deadline for existing companies.
You can read our full update on these June 2025 reforms here.
These developments show that business owners must take a proactive approach to compliance in Costa Rica.
At Blue Zone Legal, we are here to guide you through every step—whether it’s ensuring your RTBF filing is handled correctly under the new rules or helping you adapt to the June 2025 reforms on corporate names and mandatory email registration.
Contact us today at info@bluezonelegal.com to confirm that your company is ready for both the RTBF deadline and the new corporate governance requirements.
Stay Compliant. Stay Informed. Stay Protected.
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The information contained in this blog is provided for informational purposes only and does not constitute legal advice, nor does it create an attorney-client relationship. Readers should not act upon this information without seeking appropriate professional counsel.
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