New National Registry Directive Clarifies the Rules for Costa Rican Corporations
Costa Rica has issued an important new update regarding the mandatory corporate email registration requirement for commercial corporations.
On August 24, 2026, the National Registry of Costa Rica published Directive DPJ-002-2026 in La Gaceta No. 159, establishing new criteria for the application of Law No. 10,597 and Law No. 10,962.
The most important development is clear: Costa Rican commercial corporations that have not yet registered their corporate email now have until December 3, 2027 to comply.
Beginning December 4, 2027, the Registry of Legal Entities will not register documents relating to a commercial corporation unless the entity has a duly registered email address.
The new Directive also resolves previous uncertainty regarding the applicable deadline and clarifies how the registration process will work while the National Registry develops its new digital filing system.
From September 2026 to December 2027: What Changed?
As we previously reported, in May 2026 the National Registry issued Directive DPJ-001-2026, extending the corporate email registration deadline amid significant Registry delays and increasing corporate compliance burdens.
Shortly afterward, Costa Rica enacted Law No. 10,962, published on June 3, 2026, introducing additional reforms intended to make corporate email registration simpler and less expensive.
Among other changes, the law created a future mechanism allowing corporate legal representatives to register or modify the corporate email through a digitally signed sworn declaration, without requiring a public deed or protocolized corporate resolution.
However, the law’s transitional provisions created uncertainty regarding the actual compliance deadline, including a reference to December 31, 2026, as well as additional implementation and compliance periods.
Directive DPJ-002-2026 has now resolved that issue.
The National Registry expressly determined that the December 31, 2026 date has been superseded by the longer and more favorable compliance period established under Law No. 10,962.
The resulting deadline is therefore:
December 3, 2027
Beginning December 4, 2027, the Registry will not register documents relating to a commercial corporation that has failed to register its official email address.
The New Digital Registration System Is Not Available Yet
Although Law No. 10,962 significantly simplifies the future registration process, the new procedure is not yet operational.
The law provides for a new electronic self-service system through which the corporation’s legal representative will eventually be able to submit a sworn declaration using a certified digital signature.
The National Registry was granted six months from the law’s effective date to implement the system. Until that system is available, corporations cannot register their email through the new sworn declaration procedure. Directive DPJ-002-2026 expressly provides that filings submitted under this method before the system becomes operational will be cancelled.
For foreign owners, however, it is important to understand that the future digital procedure may not necessarily eliminate the need for local assistance.
The sworn declaration must be digitally signed by a legal representative of the corporation. In practice, this means that the legal representative must be able to use a Costa Rican certified digital signature. Foreign shareholders or managers who do not hold the necessary Costa Rican identification and digital signature credentials will therefore generally not be able to personally use this procedure.
Where appropriate, the digital procedure may instead be handled by a duly appointed legal manager or representative who is Costa Rican or otherwise holds the required DIMEX and Costa Rican digital signature card, provided that the person has sufficient authority to act for the corporation.
Accordingly, foreign corporation owners should not necessarily assume that waiting for the future digital platform will allow them to complete the registration personally or entirely without local corporate representation.
In the meantime, corporations may continue registering or modifying their corporate email through the existing mechanisms, including a public deed or a protocolized corporate resolution.
Registration Remains Exempt From Registry Fees and Taxes
Another important benefit confirmed by Directive DPJ-002-2026 is that corporate email registrations will remain exempt from Registry fees, stamps, taxes and other charges until December 3, 2027, provided that registration or modification of the email is the only act requested.
If other corporate amendments are included in the same filing, the normal fees and taxes applicable to those additional changes will still apply.
For registrations completed through the current public deed or protocolization procedures, publication in La Gaceta also remains required.
Once the future digital self-service system becomes operational, registrations completed through the digitally signed sworn declaration will benefit from the simplified procedure contemplated by Law No. 10,962.
Which Corporations Are Subject to the Requirement?
As anticipated, the corporate email requirement applies to Costa Rican commercial corporations, including:
- Sociedades Anónimas (S.A.);
- Sociedades de Responsabilidad Limitada (S.R.L.);
- Sociedades en Nombre Colectivo; and
- Sociedades en Comandita Simple.
New commercial corporations must include an email address directly in their articles of incorporation.
The Directive also confirms that the requirement does not generally apply as a registrable act to civil companies, individual limited liability enterprises, civil associations or foundations, subject to specific rules applicable to certain foreign entities.
Should Corporations Register Now or Wait?
Although the new deadline of December 3, 2027 provides substantial additional time, Blue Zone Legal continues to recommend registering the corporate email as early as reasonably possible rather than waiting until the deadline.
There are several practical reasons for this recommendation.
First, the corporate email remains a mandatory corporate compliance requirement. Beginning December 4, 2027, the National Registry will not register documents relating to a commercial corporation that has failed to comply.
Second, the future electronic system should simplify the process, but it will not necessarily provide a completely self-service solution for all foreign owners. Because the sworn declaration requires a certified Costa Rican digital signature, many foreign shareholders and legal representatives may still require assistance from a qualified local representative.
Finally, postponing compliance until shortly before the deadline could expose corporations to the same type of operational congestion and Registry delays that affected corporate filings during 2026.
For these reasons, the extension should be viewed as additional flexibility—not as a reason to postpone compliance unnecessarily.
Corporations that are already undertaking another corporate or Registry procedure should particularly consider addressing the corporate email registration at the same time.
Other Costa Rica Corporate Compliance Obligations Remain in Effect
The extended corporate email deadline does not suspend or replace other corporate compliance obligations in Costa Rica.
Directive DPJ-002-2026 specifically reminds commercial corporations that they must remain compliant, as applicable, with obligations involving the Corporate Tax (Impuesto a las Personas Jurídicas), the Registro de Transparencia y Beneficiarios Finales (RTBF), the Costa Rican Social Security Administration (CCSS), and other applicable statutory obligations.
This remains particularly important in 2026, as Costa Rican corporations continue navigating significant changes affecting RTBF filings, corporate representation, digital signatures, tax administration and Registry procedures.
At Blue Zone Legal, we continue monitoring implementation of the new system and assisting local and international clients with corporate email registration, RTBF filings, corporate representation, Registry procedures and ongoing corporate compliance in Costa Rica.
📩 If you own or manage a Costa Rican corporation and would like to review its current compliance status or register its corporate email, contact us at info@bluezonelegal.com.
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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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