New Companies in Costa Rica Will No Longer Have a Legal Name in Their Corporate Title

BLP - A reform to Costa Rica’s Commercial Code has come into effect, eliminating the requirement for legal names (corporate name or trade name) for corporations (S.A.) and limited liability companies (S.R.L.). Under this reform, newly incorporated companies will be identified solely by their corporate identification number (cédula jurídica), which is automatically assigned by the National Registry.

What changes with this reform?

• S.A. and S.R.L. entities will no longer have a registered legal name in the Mercantile Registry.

• They will be identified only by their corporate ID number, accompanied by the corresponding abbreviation ("S.A.", "S.R.L." or "Ltda.").

• All documents, invoices, and public notices must include this number along with the appropriate abbreviation. Failure to do so could result in personal liability for partners in the event of harm to third parties.

So, how can you protect your business name?

Although the reform eliminates the legal name in favor of a corporate ID number, it does not affect the commercial name, which serves to identify and distinguish a business or commercial establishment.

According to the Commercial Code (Articles 242–250), any business may adopt a commercial name (such as the one used on signage, social media, or websites), which can be registered with the Industrial Property Registry.

Registering your commercial name:

• Allows you to differentiate your business in the marketplace.

• Grants exclusive legal protection against imitation or unfair competition.

• Prevents others from registering or using an identical or confusingly similar name.

• Is essential now that new companies are identified only by their corporate ID number.

However, due to its nature, the protection of a commercial name applies only when the name is actively used in commerce to identify a business premises open to the public. In fact, one of the registration requirements is to indicate the exact location of the business.

Therefore, in cases where there is no physical commercial establishment, it is advisable to protect the business name as a service mark, which must also be registered with the Industrial Property Registry. Unlike commercial names, which identify a business location, trademarks serve to distinguish the name under which services are rendered or products are sold. Registered commercial names have indefinite duration and expire when the business ceases to operate, whereas trademarks must be renewed every ten years.

Another critical distinction is that commercial name protection is contingent on active use. If a name is registered but the business does not commence operations within a reasonable period, the name may be cancelled due to non-use—even if it is registered. In contrast, trademarks benefit from a five-year grace period from the date of registration during which they are not subject to cancellation for non-use, providing more flexibility for business planning.

To ensure optimal protection, it is recommended to register the company’s name both as a commercial name and as a service mark, including all relevant variations, particularly for entities operating multiple lines of business.

What should you do now?

• Choose a commercial name and trademark that represent your business and are clearly distinguishable.

• Check availability with the Industrial Property Registry, both as a commercial name and as a trademark.

• Register them formally to obtain protection.

• Use them consistently across your branding, website, social media, invoices, and official documents.

Conclusion

Under the new legal framework, a company’s corporate ID number is its legal identifier. Therefore, the commercial name becomes the business’s true public identity once operations begin. Protecting your commercial name must go hand in hand with trademark registration to secure the name under which services are provided.

If you have not yet registered your commercial name and trademark, now is the ideal time to protect them and prevent unauthorized use by others.

Seek legal advice to initiate the registration process and safeguard your business name.

blplegal.com