RTBF Declaration in Costa Rica: Digital Signature and Power of Attorney for Foreign Investors
Foreign investors face a critical barrier every April: the mandatory declaration of the Registry of Transparency and Final Beneficiaries requires a digital signature from the Central Bank, a credential that only Costa Rican citizens and legal residents possess. The solution is a General Power of Attorney with an express limitation on asset disposal — a straightforward instrument, ideal for corporations that serve as vehicles for holding assets such as real estate.
What is the RTBF and when must it be declared?
The Registry of Transparency and Final Beneficiaries is a centralized database administered by the Central Bank of Costa Rica that identifies the natural persons who actually control or own each corporation in the country. It is not merely about registering formal shareholders, but about identifying who exercises effective control over the entity.
This registry responds to Costa Rica’s international commitments against money laundering and terrorist financing, aligning with the standards of the Financial Action Task Force. The law requires every legal entity established in Costa Rica to declare: corporations, limited liability companies, associations, foundations, and any other legal person.
Annual Calendar: April is Your Mandatory Window
The filing period is fixed: from April 1 to April 30 of each year.
Penalties for Non-Compliance with RTBF Declaration
Failing to file the declaration results in serious and multifaceted consequences. The law sanctions non-compliance with a fine equivalent to 2% of gross income from the previous fiscal period, with a minimum of three base salaries and a maximum of one hundred base salaries. At the time of review of this article, the minimum fine amounts to approximately $3,050 USD.
Obligation for All Entities, Including Inactive Ones
This obligation also applies to companies without economic activity, such as those that only hold real estate. For companies that reported no income, the applicable fine would be the minimum of three base salaries (~$3,050 USD). For companies with high income, the 2% can escalate up to the ceiling of one hundred base salaries.
Blocking of Legal Entity Certificates
In addition to economic fines, there is a serious administrative consequence: the National Registry blocks the issuance of legal entity certificates for companies that have not complied. Without those certificates, you cannot open or maintain bank accounts in the company’s name, execute real estate transactions or sell properties, access credit, or maintain the normal operation of the company.
The Digital Signature Barrier of the BCCR for Foreigners
The RTBF declaration can only be filed by a person who possesses a digital signature from the Central Bank of Costa Rica. This credential is granted exclusively to Costa Rican citizens or legal residents. If you are a foreigner without legal residence in Costa Rica, you cannot obtain it and therefore cannot file the declaration yourself.
How Other Investors Resolve This Requirement
Previously, the standard solution was to grant a Special Power of Attorney to a trusted person who does possess a digital signature from the BCCR to file the declaration on your behalf.
However, the Registry of Legal Entities discontinued Special Powers of Attorney for these procedures. The Costa Rican Bar Association challenged this restriction before the Constitutional Court, but the Court rejected the appeal in August 2025, confirming that the prohibition is valid. Now a General Power of Attorney is required, which is the broadest type of notarial power in Costa Rica. This creates a legitimate concern: by definition, a General Power of Attorney grants authority to act in virtually all matters of the principal, including the disposal of assets.
General Power of Attorney with Limitation on Asset Disposal
It is essential that when granting this power, an express limitation be included in the public deed that prohibits the attorney-in-fact from disposing of company assets. With this restriction, the attorney-in-fact can sign contracts, conduct proceedings, and manage administrative and regulatory obligations, but cannot sell, transfer, or encumber the corporation’s assets. This limitation is recorded with the National Registry and acts as a legal barrier against any misuse of the power.
Execution Before a Notary Public
The General Power of Attorney is granted by the corporation itself, through its legal representative or corporate body such as the Shareholders’ or Quota Holders’ Assembly, as appropriate to the type of entity. The intervention of a notary public is required to formalize the deed.
When the legal representative can appear before a notary public in Costa Rica or before a Costa Rican consul abroad, the procedure is carried out directly. In addition, Circular DPJ-002-2026 issued by the Registry of Legal Entities reinstated the possibility for the Shareholders’ or Partners’ Assembly to grant a General Power of Attorney limited specifically to RTBF compliance, or to replace the foreign legal representative, through notarization of assembly minutes — a mechanism that had been eliminated for several months, during which the only option to grant a power of attorney through assembly was to draft it as a general power of attorney without direct reference to the RTBF.
Registration Without Being Current on RTBF
For several months, the Registry of Legal Entities stopped accepting the granting of general powers of attorney and the replacement of legal representatives through notarization of assembly minutes, which created a significant obstacle for companies with foreign representatives who could not appear before a notary or consul. Circular DPJ-002-2026 reinstated this possibility and, furthermore, established an important exception: legal entities that need to register the granting of a General Power of Attorney or the replacement of their foreign legal representative do not need to be current with their RTBF declaration for the Registry to accept these documents. This allows non-compliant companies to regularize their situation without falling into a vicious circle where they cannot file because they lack an attorney-in-fact, and cannot register the attorney-in-fact because they have not filed.
Why Many Law Firms Charge Separately for Each Declaration
Most legal offices in Costa Rica treat the RTBF declaration as an isolated service. They file the annual form and charge for it, without integrating the beneficial ownership strategy with the rest of the client’s tax and corporate plan. When the company experiences changes in its shareholder structure, changes of address, acquisitions, or reorganizations, the client must contact again, wait for a response, and pay anew.
How Mora, Yglesias & Asociados Differentiates Its Approach
At Mora, Yglesias & Asociados, we structure the RTBF declaration as an integral part of your corporate and tax strategy. When we manage a client’s Registry of Transparency and Final Beneficiaries, we ensure that:
The structure of final beneficiaries declared is consistent with existing corporate and tax records. The information presented to the Central Bank is accurate, verifiable, and aligned with the general tax plan. The power granted contains the necessary limitations to protect the client’s assets without hindering administrative management. The company complies simultaneously with all related obligations on the corporate calendar (taxes, municipal licenses, sector regulations).
For clients with multiple entities, we offer volume pricing that reflects the efficiency of managing an integrated portfolio. We do not charge for each filing as if they were disconnected transactions; we harmonize the RTBF declaration with your tax, corporate, and general fiscal responsibility compliance. Our personalized approach recognizes that investors with complex corporate presence require comprehensive legal architecture, not fragmented form management.
Frequently Asked Questions About RTBF Declaration
What happens if my company is foreign and has a branch in Costa Rica?
Both the entity established in Costa Rica and any branch of a foreign company must declare its final beneficiaries to the Central Bank. The branch must appoint a legal representative in the country who acts before the authority. If you as a foreign owner do not reside in Costa Rica, you need to delegate to someone with a digital signature to file the information on your behalf.
Can I grant the General Power of Attorney to a lawyer who is not my formal attorney?
Yes. The General Power of Attorney to file the RTBF declaration can be granted to a law firm of your choice. However, it is essential that the public deed include the express limitation of non-disposal of assets. In this way, the lawyer can manage the filing and future proceedings without the power representing a risk to your corporate assets. At Mora, Yglesias & Asociados we specialize in receiving these powers structured with clear protections.
Do I need a new General Power of Attorney each year or is the same one valid?
Generally, a properly executed General Power of Attorney remains valid for future filings. However, if there are significant changes in the corporate structure (new shareholders, change of company address, changes in management bodies) or if the person to whom the power was granted resigns or changes migration status, it is prudent to grant a new one. We recommend maintaining continuous communication with your legal advisor to identify when it is necessary to renew this document.
What exact information must I provide as the final beneficiary?
You must identify every natural person who, directly or indirectly, holds a shareholding or exercises control over the company. In structures with multiple layers of ownership (holding companies, trusts, investment funds), it is crucial to trace to the ultimate natural person. The Central Bank requires documentation to support each declaration. At Mora, Yglesias & Asociados we audit these structures to ensure that you declare exactly what the law requires, without errors that could generate future fines.
For more information on updated registration requirements, see the Circular DPJ-002-2026 from the Registry of Legal Entities.
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.
