The Directorate of the Registry of Legal Entities of Costa Rica issued Circular DPJ-002-2026, unifying the criteria applicable to the registration of legal representatives and general powers of attorney when entities are not up to date with the Transparency and Final Beneficial Ownership Registry (RTBF).
Under current legislation, failure to comply with the obligation to submit transparency and beneficial ownership information results in the following restrictions:
- The National Registry may not issue certificates of legal standing (good standing certificates).
- The Registry may not record documents in favor of the non-compliant entity.
However, the RTBF Regulations provide specific exceptions that allow certain registry filings even when the entity is not in compliance.
Circular DPJ-002-2026 clarifies the scope and practical application of these exceptions.
Registration of legal representatives for non-compliant entities
The circular confirms that the exceptions set forth in Article 34 of Executive Decree 44390-H may be applied to allow the registration of:
- Appointment of a legal representative
- Appointment of a liquidator
- Court-ordered appointments
This applies even when the entity is listed as non-compliant with the RTBF.
Relevant scenarios include:
- Death of the representative
- Vacancy or expiration of the term of office
- A foreign individual who, under applicable law, cannot obtain a digital signature
- Other situations expressly provided by law
In such cases, the automatic validation that blocks registration may be lifted.
Granting a general power of attorney to comply with the RTBF
The circular further clarifies the use of a general power of attorney (poder generalísimo) as a mechanism to fulfill RTBF filing obligations.
It establishes that:
- The legal representative may grant a general power of attorney to an individual to file ordinary or extraordinary RTBF declarations.
- The power of attorney may be granted pursuant to Articles 1253 and 1254 of the Civil Code.
- The Shareholders’ Meeting or equivalent governing body may directly appoint a general attorney-in-fact.
- In the case of trusts, the trustee may grant such power within the scope of its legal authority.
The circular also expressly states that:
- Registry authorities may not require justification of the “exceptional” nature of the power.
- Registrars may not question the representative’s lack of a digital signature.
Registration of the power of attorney for non-compliant entities
Even if the entity is not in compliance, the general power of attorney intended to fulfill RTBF obligations may be recorded, provided that:
- The notary expressly states in the public deed that the power of attorney is granted for the specific purpose of filing the RTBF declaration.
- The corresponding technical validation process is completed before the Technical Standardization Subprocess.
If the document includes additional corporate acts, the Registry may proceed with partial registration with respect to the power of attorney.
The circular formalizes a clear mechanism to:
- Regularize entities blocked due to RTBF non-compliance
- Allow the appointment of representatives or attorneys-in-fact to fulfill pending obligations
- Restore the registry operability of inactive entities or those facing compliance issues
Entities that are currently not up to date with their RTBF filings should evaluate, in light of this circular, the available alternatives to achieve regularization.
More information:
GarciaBodan Costa Rica
T: +506 4001 6878