#CostaRica 🇨🇷 #APriori_Informs: New Rules Governing the Incorporation and Operation of Corporations and Limited Liability Companies

This law specifically amends Articles 18 (subsection 6), 76, 77, 103, 234 (subsection b), and 245, and repeals Article 235 bis of the Commercial Code, eliminating the requirement of a corporate name and establishing a new system for legal entity identification.

Key aspects of the reform:

1. Elimination of the corporate name requirement for new companies: As of the reform, newly formed S.A.s and S.R.L.s are no longer required to adopt a corporate name or specific business name. Instead, the National Registry will automatically assign a corporate identification number (cédula jurídica), which will serve as the sole legal identifier of the legal entity.
2. Mandatory use of corporate ID number and entity type: All legal acts, contracts, and documents must expressly indicate the corporate identification number and the applicable entity designation (S.A. or S.R.L.). Failure to comply with this requirement may result in unlimited joint and several liability for the shareholders/partners if damage is caused to third parties.
3. Abolition of name reservation procedures: Article 235 bis of the Commercial Code is repealed, thereby eliminating the prior name reservation process for companies. This measure is intended to streamline the incorporation process.
4. Optional registration of a trade name: Although a corporate name will no longer be mandatory, companies may still register a trade name with the Intellectual Property Registry in accordance with the new wording of Article 245. This option remains useful for protecting corporate identity and brand image in the market.
5. Transitional application: Documents submitted to the Registry before May 30, 2025, will continue to be processed under the previous regulations until they are either registered or expire, as applicable.

Entry into force

Law No. 10729 came into effect upon its publication on May 30, 2025. From that date onward, the new provisions apply to the incorporation and operation of companies.

Additionally, the Office of the Registry of Legal Entities issued Communication DPJ-003-2025, which outlines the technical guidelines for the implementation of this reform at the registry level. Key points include:

1. The impossibility of reserving a company name in advance;
2. Incorporation will only be permitted online, through either the TrámiteYa platform or the National Registry’s Digital Window, and business names will not be accepted except under special regimes;
3. If a corporate name is included in the articles of incorporation deed, it will be flagged as a registration defect, though the filing will not be rejected outright; and
4. Publication of the relevant edict in the Official Gazette will no longer be required, as the corporate identification number will serve as the legal identifier.

Professional Recommendation

This reform marks a significant shift in Costa Rica’s corporate incorporation landscape. While it simplifies procedures, it also introduces new formal requirements that must be observed to mitigate legal risks. We strongly recommend registering a trade name as a trademark protection strategy and reviewing all corporate documentation to ensure compliance with the new legal standards.

At APriori, we are at your service to provide comprehensive legal support for adapting to this new regulatory framework governing the incorporation and proper operation of your business entities.