By Daniel Oses, GM Attorneys at Law
The recent approval of bill No. 10.597, “Law to Establish Email as the Means of Notification for Corporations,” has amended the Commercial Code and the Judicial Notifications Act. This amendment included a new requirement that all Costa Rican and foreign entities duly incorporated in Costa Rica must have an email address for notifications registered before the National Registry, which shall be used for any administrative and judicial notifications to the CR entity.
According to Law No. 10.597, the National Registry has six months from the law’s effective date in December 2024 to make the necessary adjustments to their system to include the email address as a requirement for the new CR entities. The National Registry will establish a simple, efficient, and free procedure for existing business entities to register a valid email address for receiving administrative and judicial notifications.
In a recent communication, the National Registry clarified the situation for the corporations incorporated during this six-month transition period. These entities must follow the regular registration process, as the systems to register an email address will not yet be operational. Once the system is updated with the new requirement, the new entities must include their notification email using the method the National Registry will indicate.
The primary purpose of this new regulation is to simplify the process so that the legal representatives and owners of the CR entities can receive and access the notifications faster and without intermediaries, avoiding delays in the action needed according to each legal notification received.
It is important to note that this modification applies exclusively to the corporations listed in section 17 of the Commercial Code; the most common are Corporations (Sociedad Anónima) and Limited Liability Companies (Sociedad de Responsabilidad Limitada). This reform does not cover other legal entities, such as associations and foundations.
Once this initial six-month period ends, the corporations will have another year to register their email addresses before the National Registry.
When registering an email address as the means of notification, ensure that it is a valid, easily accessible address, preferably one created specifically for this purpose. This is crucial, as all notifications sent to this address will have legal effects immediately.
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