The End of Corporate Names in Costa Rica and the Rising Role of the Trade Name

By Diego Turcio, IDEAS

On May 30, 2025, through Supplement No. 69 of La Gaceta No. 98, Law No. 10729 was published, amending the Costa Rican Commercial Code by eliminating the possibility for corporations (S.A.) and limited liability companies (S.R.L.) to register a corporate name at the time of incorporation. As of June 2, 2025, newly incorporated companies are identified solely by their legal identification number (cédula jurídica), automatically assigned by the National Registry, followed by the type of entity (“S.A.” or “S.R.L./Ltd.”).

Prior to this reform, the corporate name served as the company’s legal name, protected by registry registration, used in all legal and commercial acts, and shielded against duplication. Today, this element disappears for companies incorporated under the new regime. Although for entities regulated by special laws (such as banks, trust companies, or foreign branches) the use of a corporate name remains possible—and in some cases mandatory—the vast majority of private companies will no longer have this nominal identifier.

The reform also eliminates procedures such as prior name reservation and the publication of a legal notice in La Gaceta, simplifying the process and reducing costs. However, this simplification removes a component that historically helped differentiate companies in the formal sphere and allows two different companies to operate in the market under the same commonly used trade name, provided their official identification (legal ID number) is different. This requires a rethinking of how business identity is protected and opens a new front in the field of intellectual property.

The Trade Name as a Tool for Intellectual Property Protection

With the disappearance of the corporate name, the trade name becomes the main legal instrument through which a company builds and protects its identity vis-à-vis third parties. Article 245 of the Commercial Code and the Law on Trademarks and Other Distinctive Signs establish that the trade name is the sign that identifies a business or establishment in commercial activity and that, in order to enjoy exclusive protection, it must be registered with the Industrial Property Registry.

In the new legal context, this registration ceases to be an optional formality and becomes the central avenue for protecting corporate identity. Without a registered corporate name, any other operator could use the same trade name in its business activity, unless a prior registration exists to prohibit it.

Registering a trade name grants its holder the exclusive right to use it in connection with the products or services it identifies, and provides the ability to prevent its use by unauthorized third parties. This is crucial in a scenario where the only official identifier is the legal ID number: in practice, the registered trade name will be the only distinctive sign with market value.

For business owners, this entails:

• Strategic planning: choosing a name with sufficient distinctiveness and available for registration.
• Comprehensive protection: registering the trade name together with the corresponding trademarks, logos, and advertising signs to ensure full protection of intangible assets.
• Consistent use: using the registered trade name consistently across all communications, advertising, and corporate materials.

From an intellectual property perspective, the legislative change presents both a risk and an opportunity. The risk: companies may fail to register their trade name and lose control over their market identity. The opportunity: the trade name may acquire a central role as an intangible asset, capable of being licensed, assigned, or contributed as capital, generating real economic value.

In this new environment, lawyers and consultants must advise their clients on the urgency of protecting the trade name. Strategic selection, registration, and ongoing monitoring will be decisive in avoiding conflicts and consolidating brand positioning.

The elimination of corporate names does not diminish the importance of business identity; rather, it transforms it by shifting protection from the corporate law sphere to that of intellectual property. Going forward, the trade name will be the cornerstone of Costa Rican companies’ market presence, ensuring that their identity not only exists legally, but is distinguished, valued, and protected with the strength granted by law.

For more information on this topic, as well as a comprehensive risk analysis of your intangible assets in the field of intellectual property in Costa Rica, please do not hesitate to contact us.

Diego Turcio is an attorney with more than eleven years of experience in intellectual property, Director of the Costa Rica and Honduras Department, and leads the comprehensive prosecution of trademarks, patents, industrial designs, and other distinctive signs. Recognized for his dedicated, client-oriented approach, he has worked with companies in sectors such as pharmaceuticals, luxury goods, and consumer products. He specializes in optimizing registration processes and developing effective strategies for the use and protection of trademarks, providing solutions tailored to the commercial and legal needs of each client throughout Central America and the Caribbean.