You own a company in Costa Rica. You use it to hold real estate, to operate a business, or as an investment vehicle. The Public Registry has your records. Your original attorney incorporated it years ago. Everything is “in order.”
In June 2026, someone needs to complete a corporate action and needs to obtain a certificate of legal representation (personería). A transfer of quotas, a bylaw amendment, any notarial act. Your attorney informs you that the Registry is refusing to issue the literal certifications that confirm the composition of your company’s Board of Directors or Management at the registry level.
The reason: your company has no registered email address.
That is not a hypothetical. It is the direct consequence of Law No. 10597, in force since December 2024, with deadlines that have already begun to run. Starting in June, this will be a reality for every company that has not complied with the requirement.
The reform and what changed
On December 3, 2024, Costa Rica enacted Law No. 10597, published in La Gaceta, Edition 195. The law amends the Commercial Code and the Judicial Notifications Act to recognize email as the primary channel for official communication with legal entities.
The change looks administrative. Its implications are broader.
Email is now the legal standard. All legal entities must register a valid email address to receive official notifications from both administrative and judicial authorities. An unregistered or outdated address does not exempt the company from receiving notifications: communications sent to the registered address are deemed valid regardless. Lack of awareness is not a defense.
The resident agent requirement is eliminated. Before this reform, companies whose legal representatives were not domiciled in Costa Rica were required to appoint a resident agent. That requirement is gone. Designation of a resident agent is now optional, providing greater flexibility to foreign investors who operate in the country through local structures.
A physical address remains mandatory. Email is the primary channel, not the only one. Companies must maintain an up-to-date physical address in Costa Rica for traditional correspondence where applicable.
How the system works in practice
The reform amends three additional legal bodies that define how this new system operates.
Article 243 of the General Public Administration Act confirms that administrative proceedings may use email as an official means of notification. Article 21 of the Public Registry Document Recording Act allows notifications to be delivered by email to interested parties who have registered their addresses. Article 20 of the Judicial Notifications Act authorizes judicial bodies to use the email address registered with the Registry of Legal Entities for official communications.
The practical consequence is direct: a judicial notification sent to the registered email is considered valid even if no one has read it. The clock runs. The procedural consequence occurs. If the email is not actively monitored, the problem belongs to the company, not the system.
Where most companies fail
The most common error does not happen at active companies. It happens at dormant structures.
Companies incorporated to hold a single property and never actively used. Investment holdings that generate no regular activity. Companies that changed legal representatives without updating the Registry. Structures incorporated by a prior attorney that no one has reviewed in years.
In all these cases, the risk is the same: no one notices the problem until a transaction reveals it, usually at the worst possible moment.
A company blocked for non-compliance creates cascading problems. It cannot transfer assets. It cannot amend its bylaws. It cannot process any act before the Registry. If that company holds a property under contract for sale, the closing is delayed.
The deadlines you need to know
June 4, 2025: all newly incorporated legal entities must include a valid email address in their incorporation documents. The Registry no longer accepts filings without an email address.
June 4, 2025 to June 4, 2026: existing legal entities must register an official email address with the Registry of Legal Entities.
After June 4, 2026: the Registry will not process any corporate act or amendment for entities without a registered email address. No exceptions.
The right approach
Verifying your company’s compliance with Law No. 10597 requires two steps. The first is to confirm whether the company has an email address registered with the Registry of Legal Entities. This can be verified directly through the Registry’s system. The second is to confirm that the address is valid, active and actively monitored. A registered address that no one checks produces an even greater problem than having none: notifications arrive, deadlines run, and the company never finds out.
If your company was incorporated before June 4, 2025, and has not recently updated its Registry data, the time to verify is now, not in May 2026.
The broader context
This reform is part of a modernization trend in the Costa Rican Registry and judicial system with implications beyond this specific requirement.
The elimination of the mandatory resident agent is a structurally significant change for foreign investors. It reduces maintenance costs and simplifies the structure of many companies that kept the agent solely due to legal obligation. It is a decision worth reviewing carefully: in some cases the resident agent remains useful even when not required, depending on the client’s structure and objectives.
The validity of judicial notifications by email carries procedural consequences that extend beyond corporate law. It affects how attorneys manage representation of their clients in administrative and judicial proceedings. Companies operating in Costa Rica without active monitoring of their registered email are assuming real procedural risk.
Conclusion
Law No. 10597 is not a minor bureaucratic requirement. It is a change in how Costa Rica’s legal system communicates with companies, and it has direct consequences for any legal entity that operates or holds assets in the country.
The registration requirement is simple. The risk of non-compliance is not.
If you own a company in Costa Rica and are not certain whether it has a registered and active email, the cost of verifying now is minimal. The cost of discovering it at the wrong moment can be substantial.
Legal basis
The reform is contained in Law No. 10597, published in La Gaceta, Edition 195 on December 3, 2024. It amends the Commercial Code, the Judicial Notifications Act, Article 243 of the General Public Administration Act, Article 21 of the Public Registry Document Recording Act and Article 20 of the Judicial Notifications Act. The official text is available through the Costa Rican Legal Information System.
Frequently asked questions
What if my company already has a registered email but I changed providers?
You must update the address with the Registry of Legal Entities. A notification sent to the old address is still deemed valid even if it is no longer accessible. The responsibility to keep the email current rests with the company.
Does the elimination of the resident agent apply retroactively?
Yes. Existing companies that maintained a resident agent solely due to legal obligation may dispense with the position as of the effective date of the law. However, this requires a bylaw amendment and the corresponding update at the Registry. It is not automatic.
What is the difference between registering an email with the Registry and registering it for judicial notifications?
They are separate systems. The Registry of Legal Entities and the judicial notification system operate on separate databases. It is necessary to verify and update in both systems where applicable.
What happens if the Registry sends a notification and the company does not receive it because the email was wrong?
The notification is still considered valid. Deadlines run from the date of delivery, not from the date the company learns of it. This is the most critical consequence of maintaining an outdated email.
Does this only affect Sociedades Anónimas or also S.R.L.s and other structures?
The law applies to all legal entities registered in Costa Rica, including Sociedades Anónimas, Sociedades de Responsabilidad Limitada, associations and foundations.
Mora, Yglesias & Asociados
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Article written by Lic. Manuel Yglesias Mora, Bar No. 27673, Costa Rica Bar Association, with AI assistance. All content was personally reviewed, edited, and supervised by the author.
This article is for informational purposes only and does not constitute legal advice. For the execution of any action related to the topics discussed, please contact us.
