As April begins, corporations in Costa Rica enter one of the most important compliance periods of the year, particularly due to the upcoming RTBF (Ultimate Beneficial Ownership Registry) filing deadline.

This year, however, April arrives with significant regulatory changes that are already impacting how companies manage their corporate and tax obligations.

At Blue Zone Legal, we want to ensure that our clients and readers are fully informed and prepared.

A reform impacting corporate meetings and representation

A recent reform to the Costa Rican Code of Commerce, currently being applied by the National Registry, has introduced important changes to how corporate decisions are adopted.

In practice, the Registry is no longer accepting the use of proxy letters (powers of representation) for certain corporate meetings.

This means that, in many cases, shareholders must now participate directly, often through virtual meetings, and corporate resolutions must be properly documented through formal minutes recorded in the corporate books.

While further clarification from authorities is expected, this change is already affecting how companies organize their corporate governance.

RTBF filing deadline – April 2026

April is also the deadline for submitting the RTBF (Registro de Transparencia y Beneficiarios Finales).

This filing is mandatory for most Costa Rican corporations and must be completed through the Tax Administration’s platform.

An important reminder this year:

• Special Powers of Attorney are no longer sufficient for RTBF filings.

Only duly authorized representatives with the proper legal authority and access (including digital signature requirements) may complete the submission.

For a more detailed explanation of this change and its practical implications, you may refer to our previous article on this topic here.

Given the recent changes, many corporations — particularly those with foreign shareholders — may need to review their corporate structure or representation in order to comply.

New requirement: Educational Stamp declaration for inactive corporations

Another important update for 2026 affects inactive corporations.

Previously, the Educational Stamp (timbre de educación y cultura) was calculated automatically. This is no longer the case.

Inactive corporations must now:

• Submit a specific declaration before the Tax Administration
• Report their equity (patrimony)
• Based on this declaration, the system calculates the amount due

In most cases, the amount payable ranges approximately between US$7 and US$15, but the declaration itself is now a mandatory step.

This requirement applies only to inactive corporations, not to active ones.

For a broader overview of corporate tax obligations in Costa Rica, you may refer to our guide prepared in collaboration with Briffkase, available here.

Why this matters

These changes, combined, mean that corporate compliance in Costa Rica is becoming more structured and formal.

Companies may need to:

• Adjust how they hold and document corporate meetings
• Ensure proper legal representation for RTBF filings
• Comply with new tax declarations, even if the corporation is inactive

Failing to comply with these requirements may lead to delays, penalties, or limitations in performing corporate actions.

How Blue Zone Legal can assist

At Blue Zone Legal, we are actively assisting our clients in navigating these changes efficiently and with full compliance.

Our services include:

• Coordination of virtual corporate meetings and preparation of minutes
• Assistance with RTBF filings and representation structure
• Submission of Educational Stamp declarations for inactive corporations
• Ongoing monitoring of corporate obligations throughout the year

Stay compliant this April

If you are unsure whether your corporation is fully compliant with the latest requirements, this is the right moment to review your status.

Our team is available to assist you in keeping your corporation up to date and avoiding unnecessary risks.

📩 Contact us at info@bluezonelegal.com to schedule a consultation or request assistance with your April compliance obligations.

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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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