New criterion allows powers of attorney for RTBF compliance through shareholders’ meetings
New criterion allows powers of attorney for RTBF compliance through shareholders’ meetings
The Legal Entities Registry of the National Registry of Costa Rica has issued Circular CPJ-002-2026, establishing a registry criterion that facilitates the granting and registration of powers of attorney for purposes of compliance with the Transparency and Final Beneficiaries Registry (RTBF).
The filing of the RTBF declaration requires the digital signature of the entity’s legal representative. However, in certain cases the legal representative may not have a digital signature or may face limitations in obtaining one—such as when the representative is a foreign national—which may complicate the direct management of this obligation.
In light of this situation, the new registry criterion recognizes the possibility that, through a resolution adopted by the shareholders’ meeting or an equivalent corporate body, a general power of attorney may be granted so that a third party holding a digital signature can carry out the necessary procedures related to the submission of the RTBF declaration.
The Legal Entities Registry will allow the registration of these powers of attorney, even in cases where the company is currently non-compliant with its RTBF filing obligations, by applying the exception set forth in Article 34 of the RTBF Regulations, provided that the purpose of the power of attorney is to enable compliance with such obligation.
In this context, companies are advised to verify that they have the appropriate mechanisms in place to ensure the timely filing of the RTBF declaration, including the possibility of granting powers of attorney when necessary. This is particularly relevant considering that the deadline for submitting the annual declaration is April 30.
At BDO, we remain available to advise and assist you in complying with this obligation and to support you throughout the process. Contact us.
The filing of the RTBF declaration requires the digital signature of the entity’s legal representative. However, in certain cases the legal representative may not have a digital signature or may face limitations in obtaining one—such as when the representative is a foreign national—which may complicate the direct management of this obligation.
In light of this situation, the new registry criterion recognizes the possibility that, through a resolution adopted by the shareholders’ meeting or an equivalent corporate body, a general power of attorney may be granted so that a third party holding a digital signature can carry out the necessary procedures related to the submission of the RTBF declaration.
The Legal Entities Registry will allow the registration of these powers of attorney, even in cases where the company is currently non-compliant with its RTBF filing obligations, by applying the exception set forth in Article 34 of the RTBF Regulations, provided that the purpose of the power of attorney is to enable compliance with such obligation.
In this context, companies are advised to verify that they have the appropriate mechanisms in place to ensure the timely filing of the RTBF declaration, including the possibility of granting powers of attorney when necessary. This is particularly relevant considering that the deadline for submitting the annual declaration is April 30.
At BDO, we remain available to advise and assist you in complying with this obligation and to support you throughout the process. Contact us.