On February 19, 2026, the Directorate of the Registry of Legal Entities issued Circular DPJ-002-2026, with the purpose of unifying the qualification and registration criteria related to the appointment of a legal representative or attorney for compliance with the Transparency and Final Beneficiaries Registry (RTBF).
In accordance with Article 16 of the Law on the Registration of Documents in the Public Registry No. 3883, in accordance with Article 74 of the Regulations of the Registry of Legal Entities (Executive Decree No. 44648-MJP), as well as Law No. 9416, which amended Article 84 bis of the Code of Tax Standards and Procedures. The latter establishes that, in the event of non-compliance in the provision of information on transparency and final beneficiaries, the National Registry may not issue certifications of legal personality or register documents in favor of those who are in a condition of non-compliance.
Article 5 of Law No. 9416 provides that legal entities domiciled in the country must provide the Central Bank of Costa Rica with information on shareholders and final beneficiaries through their legal representative. Along the same lines, Article 5 of the Regulations of the Transparency and Final Beneficiary Registry (Executive Decree No. 44390-H) states that the person responsible for the provision of information is the natural person designated by law to act on behalf of the obligated entity, being, for legal persons, the legal representative.
However, the regulations contemplate exceptional cases. Article 5 of Executive Decree No. 44390-H establishes that, in duly justified cases, the legal representative may grant a general power of attorney for the presentation of the declaration before the RTBF. Likewise, Article 7 of Joint Resolution of General Scope No. MH-DGT-RES-0020-2024 / DG-336-2024 provides that, when the legal representative does not have a digital signature, he or she may authorize a natural person by means of a power of attorney regulated in Article 1253 of the Civil Code to provide the information in the RTBF platform.
In registry matters, the application of the exceptions provided for in Article 34 of the RTBF Regulations is developed. This article establishes that the National Registry may not issue certifications or register documents in favor of non-compliant subjects, except in specific cases, such as the registration of those responsible for the provision of information or liquidators in dissolution processes. Consequently, when the appointment of a legal representative or the registration of a power of attorney is requested for the purposes of complying with the RTBF and the entity is in a condition of non-compliance, these exceptions must be applied for the purpose of lifting the automatic validation derived from article 84 bis of the Code of Tax Rules and Procedures.
It also specifies the registry cases in which this exception is applicable, including death, vacancy or expiration of the registered position, the existence of a duly annotated safeguard or the case of a foreign person who is not allowed by law to obtain a digital signature. The procedure is also regulated when the power of attorney is granted by the legal representative, by the assembly or equivalent body, or by the trustee, as appropriate.
Finally, circulars DPJ-014-2024 and DPJ-009-2025 are annulled, consolidating in a single instrument the applicable criteria for the registration of representatives and proxies for compliance with the Transparency and Final Beneficiaries Registry.
At Central Law we are here to support our clients in the correct structuring and registration of their corporate acts and in the fulfillment of their obligations before the RTBF.
Associate – Costa Rica
Disclaimer: This content is for informational purposes only and should not be construed as legal advice from its author or CENTRAL LAW.
