Costa Rica has recently approved a very important law which establishes a new obligation for commercial corporations, and that obligation is that they must register, in the Public Registry, within the next year, an email address which will serve as a means for notification by the administrative and the judicial authorities.
The New Legal Requirement for Corporate Email Registration
This new law was approved in November of 2024, but it gave the Public Registry six months to perfect their internal systems so that when the name of a corporation is publicly consulted, the corresponding email address for notification will appear as part of the public record.
This six-month period expired on June 3rd and therefore, the system is now in place and ready for all corporations to report to the Public Registry the email where they will receive notifications from judicial as well as administrative authorities.
The owners and representatives of all commercial corporations, such as: Sociedades Anónimas or Sociedades de Responsabilidad Limitadas, among others, now have up to one year to update their corporate charter in order to register their new email address. Once this one-year term is over, in other words, on June 5th, 2026, any corporation that has NOT registered an email address for notifications can be notified automatically, which means that from the moment the administrative or judicial authority orders this automatic type of notification, the law will deem the corporation to have been notified after 24 hours, even without the knowledge of the corporation being sued.
Consequences of Failing to Register an Email Address
This new law creates a number of very interesting and delicate issues. For example, if the government wishes to notify a corporation for a tax debt or irregularity and they try to notify the corporation at its regular address but they cannot, then they will order the notification to be done at the registered email address but if that corporation has not updated this information, then the notice of the government charge will be considered notified 24 hours later and it will be very unlikely that the corporation will become aware of the case until it´s too late to dispute the charges.
Another example could be that a person sues a corporation in court and that company cannot be notified at its regular address. In this case the court could order the notification to be done through the registered email address and if no such information exists, in other words, if no email address has been registered, the result will also be an automatic notification after the 24 hour period.
The means to update this information can be done by the representative of the company or by the assembly of shareholders. The process of registration requires no payment of tax stamps. In either case, the representative or the Board of Directors must process this obligation through a Notary Public which will always be a lawyer.
There are of course a number of questions as to how this process will work. The public registry has stated that they will not have a repository of these email addresses and that means that the registry is NOT responsible for the effective good standing of the email registered. The registry will limit itself to simply transcribing the email address registered by the corporation. It is the responsibility of the corporation to make sure the address is registered correctly and that it functions properly. Of course, it does no good to have a proper email if the owner does not check it continuously.
Practical Challenges and Expert Recommendations
Technology experts are recommending that corporations maintain an exclusive email address for notification purposes so that notification emails are not lost in a great number of incoming commercial or personal emails. This can be viewed from another angle, which is, that a person is much more likely to check their personal email daily, instead of an email that is only used for possible future, unexpected and unknown legal notifications. An email address that rarely receives messages will probably be soon forgotten.
Another recommendation is that people use reputable email services that will not stop working at some point so that no emails of notifications are lost. Some people consider having emails under their own corporate name, instead of a popular commercial email provider but, once again, if this email is not constantly checked the corporation could miss a crucial notification.
If the corporation has more than one representative it cannot have multiple email addresses for notification purposes, it can only have one address.
For many decades many plaintiffs have wanted a solution to the problem of trying to notify their defendants who are actively taking measures to avoid notification. This is especially true for lending institutions that have an ever increasing hard time notifying their debtors. This new law tries to resolve that issue for corporations. On the other hand, critics complain that this type of law creates a “Sword of Democles” type of situation, in which corporations must now worry, every day, as to whether they have been notified of some important event.
In Germany, for example, the “Bundesmeldegesetz” (Federal Registration Act) establishes the obligation for all citizens and residents of registering their address with local authorities. It´s possible that in the future this type of obligation may be extended to individuals. This new law in Costa Rica law tries to solve an important legal issue but it will also, undoubtedly, create new challenges.
About the Author
Lic. Jorge Montero B. was educated in both the United States and Costa Rica. He holds multiple specialties and master’s degrees in Criminal, Commercial, Environmental, and Agrarian Law from the University of Costa Rica. With over 30 years of experience in litigation, contracts, and legal counsel, he is a seasoned expert in Costa Rican law.
📧 Email: acmbalaw@gmail.com
📞 Tel/WhatsApp: (+506) 8384-2246
