From 2025, newly incorporated sociedades anónimas and sociedades de responsabilidad limitada in Costa Rica are identified by an automatically assigned cédula jurídica rather than a chosen corporate name. Law No. 10729 amended the Commercial Code so that the National Registry assigns the legal-entity number at registration, and the S.A. or S.R.L. uses that number together with its legal-form designation. For an international entrepreneur, this simplifies the initial naming stage because legal identity no longer depends on securing a unique corporate name. A commercial brand can be handled separately through the trade-name framework when protection is required.
What changed
The reform amended Commercial Code provisions covering the incorporation instrument and identification of S.A. and S.R.L. entities. An S.R.L. uses the assigned number with “Sociedad de Responsabilidad Limitada”, “Limitada”, “S.R.L.” or an accepted abbreviation, while an S.A. uses it with “Sociedad Anónima” or “S.A.”. The cédula jurídica becomes the principal corporate identifier in documents, invoices and public materials. If the business needs a protected brand, that name can be registered separately as a nombre comercial. Legal details and marketing identity can therefore be planned as related but distinct elements.
The 2025 legal and practical background
Law No. 10729 is a 2025 corporate reform that separates the legal identification of the company from its commercial brand. For new S.A. and S.R.L. entities, the National Registry assigns the cédula jurídica at registration, while trade-name protection is handled separately under the applicable process. This can be convenient for an international group because the registry number remains a neutral legal identifier while the business uses a separate brand and domain in the market. Contracts and invoices should still show the cédula jurídica and legal form correctly so branding does not replace statutory details.
What to consider in 2026
The new system continues to apply in 2026. The choice between an S.A. and an S.R.L. depends on the ownership structure, corporate governance and intended use of shares or quotas. Before filing, owners should define the capital, participants, representative powers, corporate domicile and commercial purpose. A foreign owner should also review the tax position, reporting obligations and beneficial-ownership requirements applicable to the structure. The automatic legal number simplifies naming, but it does not remove the need for properly documented corporate decisions, required books and records and clear representative authority.
Practical use
The National Registry supports electronic procedures for standard S.A. and S.R.L. incorporations where the applicable conditions are met. A project involving foreign participants should prepare any legalised or apostilled documents required by the notary or bank and plan the payment structure in advance. First Offshore Ltd can help compare an S.A. and S.R.L., prepare the structure, calculate the budget and organise documents for subsequent corporate-account work. If the business needs a recognisable brand, the trade name should be planned separately from the cédula jurídica and its use in contracts and marketing agreed from the outset.
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If you are considering this jurisdiction for a new project, send First Offshore Ltd the activity, ownership structure, counterparty countries, currencies and expected turnover. We will match the corporate requirements to the practical operating model and prepare an incorporation or maintenance proposal. Costa Rica remains a stable and effective instrument for international business.