On February 19, 2026, the Registry of Legal Entities issued Circular DPJ-002-2026, introducing a significant exception to the registration limitations related to Costa Rica’s Registro de Transparencia y Beneficiarios Finales (RTBF).

As we explained in our previous Blue Zone Legal update on the elimination of special powers of attorney for RTBF filings, following the 2025 judicial ruling, special powers of attorney were eliminated for RTBF filings. Only General Powers of Attorney (Poderes Generalísimos) remained valid, creating serious practical obstacles — particularly for foreign legal representatives without DIMEX who cannot obtain a Costa Rican digital signature.

In addition, foreign representatives residing outside Costa Rica — and not located near a Costa Rican consulate — were effectively left with very limited options, as granting a General Power of Attorney requires personal appearance before a Costa Rican notary or a Costa Rican consular officer abroad. For many international investors, this translated into logistical delays, additional costs, and significant compliance bottlenecks.

The February 2026 Circular does not reverse that restriction.

Instead, it introduces a targeted and practical exception.

The Key Exception: Substitution of Foreign Legal Representatives

Circular DPJ-002-2026 now allows companies to:

• Replace foreign legal representatives through the protocolization of a shareholders’ meeting (or equivalent corporate resolution).
• Appoint a new representative who holds a valid Costa Rican digital signature.
• Register this substitution even if the company is delinquent (“morosa”) with the RTBF.

This is the critical development.

Previously, companies that were not up to date with the RTBF could not register corporate acts. The Circular now creates an express exception when the purpose is to resolve the digital signature limitation.

What Must the Notary Certify?

The exception is not automatic.

The notary public must expressly certify that:

• The foreign representative being replaced does not have the legal possibility, under Costa Rican regulations, to obtain an official digital signature certificate issued by the Central Bank of Costa Rica.

This formal certification is essential to secure registration under the exception.

Why This Matters for Foreign-Owned Corporations

For many foreign-owned corporations in Costa Rica, the digital signature requirement created a compliance deadlock:

• Foreign representatives abroad could not obtain digital signatures.
• Companies could not properly comply with the RTBF.
• Corporate documents could not be registered due to lack of RTBF good standing.

The February 2026 Circular provides a structured pathway to resolve that bottleneck without first curing RTBF delinquency.

In practice, it enables companies to regularize their corporate structure first, in order to subsequently restore full RTBF compliance.

What the Circular Does NOT Change

It is important to clarify that:

• Special powers of attorney remain invalid for RTBF filings.
• The General Power of Attorney (Poder Generalísimo) option remains available, but it still requires personal appearance before a Costa Rican notary or consular officer.
• Outside the expressly listed exceptions, companies must still be fully compliant with the RTBF in order to register corporate documents.

The exception is narrow, technical, and purpose-driven.

Strategic Considerations

Companies with foreign legal representatives should evaluate:

• Whether substitution of representation is operationally preferable to granting a General Power of Attorney.
• Whether bylaws authorize such restructuring.
• The broader governance implications of appointing a Costa Rica–based representative.
• The compliance roadmap to restore full RTBF standing once representation is regularized.

If your corporation is currently unable to register corporate acts due to RTBF restrictions and foreign representation limitations, a structured review of your governance framework may be necessary to restore operational continuity.

At Blue Zone Legal®, we continue to monitor regulatory developments closely and assist foreign investors in designing compliant and operationally efficient corporate structures aligned with Costa Rican requirements.

Stay Informed

Regulatory developments in Costa Rica’s corporate compliance framework continue to evolve.

To receive timely updates on RTBF obligations, corporate governance requirements, and foreign investment regulations, we invite you to subscribe to the Blue Zone Legal® newsletter.

If you require assistance assessing your company’s representation structure or RTBF compliance strategy, please feel free to contact us.

Our team will be pleased to assist you.

© 2026 Blue Zone Legal®. All rights reserved.

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.

Quotations of this content may be used provided that proper credit is given to Blue Zone Legal and a direct link to the original publication is included.