Bearer Shares in Costa Rica: What They Were, Why They Are Gone, and What Nominative Shares Require

If you have heard that Costa Rica corporations are useful because “no one can trace the ownership,” that information is outdated by more than a decade. Bearer shares — the instrument that made anonymous corporate ownership possible — were eliminated in Costa Rica by Ley 9068 in 2012. Every share in a Costa Rican Sociedad Anónima is now nominative: registered to a specific, identified person in a corporate book that records the full ownership history of the entity.

This article explains what bearer shares were, why they were eliminated, what the nominative share system requires in practice, how share transfers work under current law, and why the share registry book is one of the most operationally critical documents in any SA structure.

What Bearer Shares Were

A bearer share (acción al portador) was a share certificate that carried no registered owner. Whoever physically held the certificate was presumed to be the owner — the same way that holding a banknote makes you the owner of that denomination. Ownership transferred simply by handing the certificate to someone else. No written agreement, no registry entry, no identity verification.

In practice, this meant that the true beneficial owner of a Costa Rican SA could remain entirely invisible. The public registry showed the entity’s officers and structure, but the shareholder identity was contained only in a physical certificate that might be sitting in a drawer anywhere in the world. Attorneys, accountants, and beneficial owners could structure arrangements where the actual controller of an SA was not identifiable from any official record.

Costa Rica was not unique in having bearer shares. Many jurisdictions permitted them. What changed globally, and in Costa Rica specifically, was a growing international consensus that anonymous corporate ownership was incompatible with modern anti-money-laundering and tax transparency standards — the same standards championed by organizations like the Financial Action Task Force (FATF) and the OECD. Bearer shares became a mechanism associated with tax evasion, illicit asset concealment, and beneficial ownership opacity that international financial partners were no longer willing to accept.

Ley 9068: The Elimination

Ley 9068, enacted in 2012, eliminated bearer shares in Costa Rica and required all existing bearer shares to be converted to nominative shares. The law gave existing SA owners a transition period to convert their bearer certificates — those who did not convert faced the consequence of having their bearer shares treated as without value. The conversion process required recording the ownership in the libro de registro de accionistas and, for shares that had been in bearer form for years, in many cases identifying the beneficial owner for the first time in any official document.

Today, no new bearer shares can be issued in Costa Rica. Any escritura de constitución for a new SA that attempts to create bearer shares would be defective. The Código de Comercio requires all SA shares to be nominative — registered to a named individual in the share registry book.

The elimination of bearer shares was the first step in a transparency framework that continued with the mandatory RTBF beneficial ownership registry under Ley 9416 in 2016. Taken together, these two laws moved Costa Rica from a jurisdiction where corporate ownership could be effectively anonymous to one where every entity must identify its beneficial owners to the Banco Central de Costa Rica annually.

What Nominative Shares Are and How They Work

A nominative share (acción nominativa) is a share registered to a specific named individual in the SA’s libro de registro de accionistas (share registry book). The owner’s identity — full legal name, nationality, identification number — is recorded against the shares they hold. Ownership is established by the registry entry, not by physical possession of any certificate.

The share registry book

The libro de registro de accionistas is the SA’s definitive ownership record. It must be authenticated by the Registro Nacional before first use. Every share allocation at formation and every subsequent transfer must be recorded in the book. The book maintains a full history: who owned shares, when, how many, and to whom they were transferred.

The share registry book is an internal corporate document. It is not filed with or held by the Registro Nacional — it is maintained by the SA itself, typically in the custody of the secretario or the corporation’s attorney. Anyone with a legitimate need to verify ownership — a bank, a buyer in a property transaction, a DGME residency examiner, an estate attorney — will ask to review the share registry book as part of their due diligence. A book that is missing, unauthenticated, or that has not been kept current is a problem in every one of those contexts.

Share certificates

Physical share certificates can be issued in a nominative SA, but they are not required by law. Where physical certificates are issued, they must identify the registered owner, the number and class of shares they represent, and be consistent with the entries in the share registry book. A discrepancy between a share certificate and the share registry creates an ownership ambiguity — the registry book is the authoritative record, but a certificate in someone’s hands that shows different information requires explanation.

For most small and medium foreign-owned SAs, physical certificates are often not issued. The share registry book itself is the complete ownership record and the document counterparties rely on.

Bearer Shares vs. Nominative Shares: A Comparison

The following table compares the eliminated bearer share system to the nominative share system required today.

How Share Transfers Work Under the Nominative System

One of the practical advantages of the SA’s share structure is that share transfers do not require a public notarial deed or Registro Nacional inscription the way real estate transfers do. A share transfer in an SA is a private transaction between the parties, recorded in the corporate books. This makes share transfers — and by extension, ownership changes in SA-held assets — considerably simpler from a process standpoint than direct property transfers.

The following table maps the steps involved in a standard SA share transfer.

Note: The capital gains tax treatment of share transfers — particularly in entities holding real estate — is an area where professional tax advice is essential before any significant transfer. The applicable rules depend on whether the entity is classified as active or passive, the acquisition cost of the shares, and whether the underlying assets have appreciated.

Why the Share Registry Book Is Operationally Critical

The share registry book is not just a compliance requirement. It is the document that answers the ownership question in every significant transaction, application, or proceeding that touches the SA. Consider what depends on it:

Investor residency applications

A foreign national applying for Inversionista (investor) residency through a corporate investment must demonstrate that their share percentage in the SA, multiplied by the entity’s recorded investment value, meets the DGME‘s $150,000 USD minimum threshold. The share registry book is the document that establishes the applicant’s ownership percentage. A registry that does not reflect the applicant’s current shareholding, that is unauthenticated, or that shows a different allocation than what the escritura states is a problem the DGME will identify and the applicant must resolve before the application can proceed.

Property transactions through share transfer

When a buyer acquires a Costa Rican property by purchasing the shares of the SA that holds it — rather than buying the property directly through a deed — the share registry book is the chain of title document. The buyer’s attorney will review it to verify that the seller holds the shares they claim to own, that there are no encumbrances or prior transfers that reduce the seller’s ownership, and that the history of the book is consistent with the escritura de constitución and the entity’s public registry records. A share registry book with gaps, unauthenticated pages, or entries that do not match other corporate documents is a red flag that complicates or delays the transaction.

Banking relationships and KYC

Costa Rican banks and international financial institutions require beneficial ownership verification as part of their Know Your Customer (KYC) process for entity accounts. The share registry book — together with the RTBF declaration confirming beneficial ownership — is the document that banks rely on to verify who ultimately owns and controls the SA. An entity that cannot produce a current, authenticated share registry book will encounter friction in opening accounts, maintaining banking relationships, or processing transactions above certain thresholds.

Estate administration

When a shareholder of a Costa Rican SA dies, their shares pass to their heirs through the succession process. The estate attorney needs the share registry book to establish what the deceased held and to document the ownership position for the succession proceeding. If the registry book is missing or has not been maintained, the succession must first reconstruct the ownership history before the transfer to heirs can be documented and processed. This reconstruction adds time, cost, and uncertainty to what should be a predictable administrative process.

The Share Registry and the RTBF: How They Connect

The libro de registro de accionistas and the RTBF system are connected, and understanding how is important for ongoing compliance.

The RTBF annual declaration requires identification of the natural persons who ultimately own or control 15% or more of the entity. The starting point for that analysis is the share registry book — it shows the registered ownership of the SA’s shares. Where registered owners are legal entities rather than natural persons, the RTBF requires looking through those entities to the underlying natural person beneficiaries.

The extraordinary RTBF declaration obligation is triggered by events recorded in the share registry book. Specifically: any transfer of shares that causes any party’s ownership to equal or exceed 15% of the total shares triggers an extraordinary declaration within 15 business days of the book entry recording the transfer. The book entry date — not the date of the private transfer agreement — is what starts the clock.

This connection has a practical implication: the share registry book must be updated promptly after any transfer. A transfer agreement that sits unrecorded in the book for weeks does not stop the 15-business-day RTBF clock from running once the book entry is eventually made. More importantly, a book that is not current is a book that cannot reliably support the RTBF declarations filed from it.

Common Share Registry Problems in Existing SAs

Unauthenticated books

A libro de registro de accionistas that was never authenticated by the Registro Nacional is not a valid corporate record. Many foreign-owned SAs formed years ago have books that were never properly authenticated — either because the attorney handling the formation did not complete that step, or because the books were obtained informally and never submitted for authentication. An unauthenticated book cannot be relied upon to establish ownership in any formal context.

Books that were never updated after the bearer share conversion

SAs that existed before Ley 9068 came into force in 2012 were required to convert any bearer shares to nominative shares and record the ownership in the share registry book. Not all of them did this correctly — or at all. An SA that still has bearer share certificates floating in someone’s possession, or a share registry book that was never updated to reflect the conversion, has a fundamental ownership documentation problem. Any transaction or application that relies on establishing ownership in that SA requires resolving the conversion history first.

Transfers recorded only in private agreements, not in the book

A share transfer agreement that was executed but never entered in the libro de registro de accionistas does not establish ownership as a matter of corporate record. The transferee may have a contractual claim against the transferor based on the private agreement, but they are not the registered shareholder until the book reflects the transfer. Banks, residency examiners, and property buyers work from the book — not from private agreements that may or may not be consistent with it.

Lost or missing books

Books can be lost — particularly in foreign-owned SAs where the attorney relationship changed, the entity sat dormant for years, or the physical books were kept in a location that is no longer accessible. A lost libro de registro de accionistas requires a formal reconstruction process that involves documentary evidence of ownership history, an extraordinary shareholder assembly, and in some cases Registro Nacional involvement. It is not an insurmountable problem, but it is a significant one. Keeping authenticated books in a known, secure location — physical or with the entity’s attorney of record — is basic corporate housekeeping.

Frequently Asked Questions: Bearer Shares and Nominative Shares

Can I still find Costa Rican SAs with bearer shares?

Any SA that still has outstanding bearer share certificates from before the 2012 elimination should have converted them to nominative shares during the transition period. If you are acquiring or evaluating an SA and discover that share certificates in bearer form exist, treat this as a serious red flag requiring legal resolution before proceeding. Unconverted bearer shares are legally problematic and cannot be relied upon to establish ownership. Confirm with a Costa Rican attorney what the current legal status of those certificates is and what is required to regularize the ownership record.

Does the share registry book need to be kept in Costa Rica?

The Código de Comercio requires the SA to maintain its corporate books, including the share registry. In practice, the books are typically kept by the entity’s attorney in Costa Rica or at the registered domicile of the entity. For foreign-owned SAs managed remotely, the books are almost always held by the Costa Rican attorney who handles the entity’s ongoing legal and compliance work. What matters is that the books are accessible when needed — for a transaction, a residency application, an RTBF verification, or any other purpose that requires reviewing the ownership record.

If shares in an SA are transferred, does the Registro Nacional record change?

Not automatically. A share transfer in an SA is recorded in the libro de registro de accionistas — an internal corporate document — not in the Registro Nacional public registry. The Registro Nacional records the SA’s officers, its domicile, its capital structure, and changes to those elements. Share ownership among shareholders is tracked through the corporate book, not through the public registry. If the transfer also involves a change of officer — for example, the incoming shareholder becomes the new presidente — that officer change does require a Registro Nacional inscription through a notarial amendment.

What happens to SA shares when a shareholder dies?

The deceased shareholder’s shares pass to their heirs through the succession process. For Costa Rican SAs, this involves Costa Rican succession proceedings — which require an executor (albacea), a court or notary depending on whether there is a will, and formal documentation of the transfer of ownership in the share registry book once the succession is concluded. The share registry book will show the change in ownership from the deceased to the heir(s) as a result of the succession, with the relevant documentation attached. This is why estate planning within the corporate structure — whether through a will addressing the shares, a lifetime transfer, or a Sociedad Civil structured to accommodate succession — deserves attention before the succession event, not after.

Can the SA have different classes of shares with different voting or economic rights?

Yes. The Código de Comercio permits the SA’s escritura de constitución to establish different classes of shares with different rights — for example, shares with full voting rights and economic participation, shares with voting rights but limited economic rights, or preferred shares with priority in distributions but limited or no voting rights. This flexibility is one of the features that makes the SA suitable for arrangements with multiple investors who have different roles or economic stakes. Any share class structure beyond a simple common share class should be explicitly defined in the escritura de constitución at formation — adding share classes later requires a formal amendment.

The Share Registry Is the Chain of Title for Your SA

The elimination of bearer shares changed the fundamental nature of SA ownership documentation in Costa Rica. What was once anonymous is now recorded. What was once untraceable is now the subject of annual RTBF filings with the Banco Central. What was once transferable by handing over a piece of paper now requires a written agreement and a book entry.

These changes are more demanding in their administrative requirements. They are also more reliable as a foundation for the transactions, applications, and succession events that depend on knowing clearly who owns what. A well-maintained libro de registro de accionistas — authenticated, current, consistent with the RTBF declarations filed from it — is the document that makes everything else about the SA work cleanly.

A share registry book that has not been maintained is a problem waiting for a transaction to surface it. The cost of keeping it current is a fraction of the cost of reconstructing it when it matters.

Feel free to reach us with your questions or comments.