Crypto License in Costa Rica

Crypto businesses operating from Costa Rica are entities incorporated as S.R.L. or S.A. with virtual asset services explicitly stated in their corporate objects, supported by an internal AML/CFT framework aligned with FATF VASP Guidance. There is no specialized public VASP registry maintained by a Costa Rican regulator — registration in SUGEF’s sujetos obligados system applies to other categories (casinos, precious metal dealers, real-estate professionals, NGOs, lawyers, accountants, fiduciary service providers) under Articles 15 and 15 bis of Law 7786 and Acuerdo SUGEF 11-18, which do not currently include VASPs.

The key compliance artifacts that international banks and payment processors expect are: a documented AML/CFT program, an appointed compliance officer, BCCR RTBF filing confirmation, and clean UBO documentation.

Business models structured through Costa Rica

• Brokerage and OTC desks (intermediation) — agency and matched-principal trading services, OTC liquidity provision to wholesale counterparties, structured trade execution.
• RWA tokenization (utility and asset-backed) — token issuance and trade for real-world asset representations, utility token programs, and tokenization platforms where the underlying instrument is not a security.
• Fiat custody operators — custody and management of client fiat balances within the crypto stack, typically as an ancillary function for brokerage and OTC operations.

Business models outside this scope — full crypto exchanges, crypto custody, payment gateways, DeFi protocols, GameFi — are technically possible to structure through a Costa Rican entity, but typically require additional analysis of banking access, AML scope, and the operator’s longer-term licensing roadmap. Costa Rica is most often used as a fast, low-cost first entity ahead of a fuller VASP, DASP, or MiCA CASP license elsewhere.

When SUGEVAL jurisdiction applies

Tokens classified as securities — including security-token offerings (STOs) and RWA tokens where the underlying instrument is a security — trigger SUGEVAL (Superintendencia General de Valores) jurisdiction under Ley Reguladora del Mercado de Valores N.º 7732. This applies to ICO/STO structures and tokenized investment products and requires a separate authorization process distinct from incorporation.

Activities involving regulated banking, deposit-taking, public investment solicitation, or insurance fall outside the general crypto-incorporation framework and require dedicated financial licensing.

A Costa Rica crypto company must satisfy three layers of requirements: corporate (S.R.L. or S.A. with virtual asset clauses), transparency (RTBF beneficial-ownership filing under Ley 9416), and AML/CFT readiness (internal program aligned with FATF VASP Guidance, treated as a banking and counterparty requirement rather than a regulator-mandated license condition).

Corporate and entity requirements

• Legal vehicle: S.A. or S.R.L. with explicit virtual asset service clauses in the corporate object. Generic “any lawful business” clauses are insufficient for banking partners and would be insufficient for any future VASP registration introduced under Exp. 25.340 or 25.362.
• Registered legal address in Costa Rica. A registered agent address satisfies this requirement — no own office is required.
• Legal representative. At least one named in the corporate registry; in practice, this is the person who holds the Firma Digital and acts on behalf of the company in BCCR portals.
• Tax registration. NITE/RUT issued by the Dirección General de Tributación (DGT) after Registro Nacional incorporation.

AML/CFT program (internal, banking-driven)

• Written AML/CFT policy covering risk assessment, transaction monitoring, and customer identification, aligned with FATF VASP Guidance.
• KYC onboarding procedures with identification, verification, ongoing monitoring, and enhanced due diligence for higher-risk clients.
• Compliance officer appointed internally or externally to maintain the framework and respond to banking partner due diligence.
• Risk matrix documenting exposure to money laundering and terrorist financing risk by product, geography, and client type.
• Transaction monitoring system with blockchain analytics and AML screening, sized to expected volume.

Beneficial ownership (RTBF) and Firma Digital

• UBO disclosure under Ley 9416 (Ley para Mejorar la Lucha contra el Fraude Fiscal, 2016). 100% of share capital must be declared; the 15% threshold (participación sustantiva) is used to identify beneficiarios finales by direct or indirect ownership.
• RTBF filing. Beneficial-ownership data submitted through the BCCR Registro de Transparencia y Beneficiarios Finales portal at centraldirecto.fi.cr. Annual ordinary declaration by the date set in the applicable DGT-ICD resolution; extraordinary declaration within 15 business days of any change in beneficial ownership.
• Firma Digital. Required for BCCR portal filings. Issued primarily to Costa Rican nationals and permanent residents; foreign founders satisfy this requirement by appointing a Costa Rican legal representative who holds the credential and signs filings on the company’s behalf. Limited salvedad cases for foreign representatives exist under Circular DPJ-002-2026 but are handled case by case.

Documents to prepare

• Passports and proof of address for shareholders, directors, and UBOs.
• Police criminal records, apostilled where required.
• Articles of Incorporation (S.A. or S.R.L.) with VA clauses.
• Tax registration documents (NITE/RUT).
• AML/CFT policy and risk assessment.
• KYC procedures and onboarding rules.
• Compliance officer appointment letter.
• Transaction monitoring description and vendor details.
• Business description and transaction flow overview.

Banking and payment processing readiness

Banks and EMIs typically require completed compliance questionnaires, the AML/KYC manual, RTBF filing confirmation, source-of-funds and source-of-wealth declarations, and evidence of an active transaction monitoring system. Properly prepared documentation materially improves approval timelines for banking and payment services.

Crypto in Costa Rica is regulated through three concurrent layers: general commercial law for private contracts, AML/CFT supervision under Law No. 7786 (applied to designated subjects through SUGEF, with VASPs not currently in the formal scope of Articles 15 and 15 bis), and beneficial-ownership transparency under Ley 9416 administered through BCCR. Cryptocurrencies are treated as private intangible assets, not as legal tender — a position publicly confirmed by the Central Bank of Costa Rica (BCCR) since October 2017.

Legal classification of crypto assets

Cryptocurrencies are classified as private intangible assets under general commercial law. They are not legal tender, and the Colón remains the sole official currency under the Constitution and the Central Bank Act. Private parties may exchange, hold, and transfer crypto under contractual freedom, at their own risk. Tokens classified as securities fall under SUGEVAL (Superintendencia General de Valores) jurisdiction.

AML/CFT supervision under Law 7786

SUGEF (Superintendencia General de Entidades Financieras) supervises designated subjects (sujetos obligados) under Articles 15 and 15 bis of Law No. 7786 and Acuerdo SUGEF 11-18. These categories cover financial intermediaries and APNFDs (Designated Non-Financial Businesses and Professions) — casinos, precious-metal dealers, real-estate professionals, lawyers, accountants, NGOs with international transfers, fiduciary service providers — but do not formally include VASPs as a discrete category. A crypto business may still fall under AML/CFT obligations to the extent its activities qualify as systematic money-transfer operations under Article 15.

The attempt to extend mandatory SUGEF registration to VASPs through Bill 22.837 was archived on 9 December 2025 (caducidad cuatrienal). Two replacement bills introduced in December 2025 — Exp. 25.340 (parliamentary) and Exp. 25.362 (Poder Ejecutivo) — propose adding an Artículo 15 quáter to Law 7786 to formally cover VASPs. Both are at the early stages of the legislative process; their final form and enactment date cannot be predicted with certainty.

UBO transparency and RTBF

Beneficial-ownership transparency operates under Ley 9416 (Ley para Mejorar la Lucha contra el Fraude Fiscal, 2016). 100% of share capital must be declared; beneficiarios finales are identified using a 15% participación sustantiva threshold by direct or indirect ownership. Filings are submitted through the BCCR Registro de Transparencia y Beneficiarios Finales (RTBF) portal at centraldirecto.fi.cr.

CARF status

Costa Rica has not signed the OECD CARF Multilateral Competent Authority Agreement (MCAA) as of 2026 and has not enacted domestic CARF-implementation legislation. The global OECD roadmap targets VASP data collection from 1 January 2027 and first automatic exchanges in 2028; Costa Rica’s timeline for joining remains undetermined.

Three shifts define Costa Rica’s 2026 crypto landscape: Bill 22.837 was archived in December 2025 and replaced with two new initiatives, documented AML/CFT compliance has become a banking precondition even without a regulatory mandate, and OECD CARF remains on the horizon but is not yet active in Costa Rica.

Bill 22.837 archived; Exp. 25.340 and 25.362 introduced

Bill 22.837 — the proposal to add an Artículo 15 quáter to Law 7786 obligating VASPs to register with SUGEF — was archived by the Legislative Assembly on 9 December 2025 due to caducidad cuatrienal (four-year constitutional expiry). The Texto Sustitutivo had been published in La Gaceta No. 165 on 6 September 2024 and passed its first legislative debate on 2 July 2025, but did not complete the legislative process within the constitutional window.

In the same December 2025 cycle, two new bills were introduced to revive the framework: Exp. 25.340 (proponente: Gilberth Jiménez Siles y otros, parlamentario) and Exp. 25.362 (proponente: Poder Ejecutivo). Both propose mandatory SUGEF registration for VASPs with AML/CFT obligations and a risk-based supervisory approach, but they are at the early stages of the legislative process; their final scope, content, and enactment date cannot be predicted. Operators should prepare for the possibility that a mandatory VASP-registration regime will be enacted within the 2026–2027 horizon.

AML/CFT documentation as a banking precondition

While no regulator currently requires VASP-specific registration, international banks and payment processors increasingly require documented AML/CFT frameworks, clean RTBF filings, and substance evidence as conditions of onboarding. Companies operating without these artifacts face account refusals and payment-rail disruptions, even where domestic law does not yet impose them.

OECD CARF — pending

Costa Rica has not signed the CARF MCAA and has not enacted domestic CARF legislation. The global OECD roadmap targets VASP data collection from 1 January 2027 and first exchanges in 2028. Costa Rica’s eventual participation would require both treaty-level signature and domestic implementing legislation; neither is in place as of mid-2026.

Territorial tax principle

The territorial principle (foreign-sourced income generally not taxed) remains in force. Documented economic substance and clear income sourcing remain the key defenses for the territorial position — and will become more important if and when Costa Rica joins CARF.

Successful operation in Costa Rica depends on three things: a properly structured S.R.L. or S.A. with virtual asset clauses, clean RTBF filing under Ley 9416, and a real AML/CFT framework that withstands banking due diligence. Treating any of the three as optional is the most common avoidable failure mode.

Gofaizen & Sherle covers all three end-to-end. We support crypto and fintech projects at every stage of entry into Costa Rica, including:

• crypto company registration (Costa Rican S.R.L. or S.A.) with virtual asset service clauses and tax setup,
• AML/CFT and KYC framework design aligned with FATF VASP Guidance,
• RTBF beneficial-ownership filing through a Costa Rican legal representative with Firma Digital,
• banking and payment processing onboarding support,
• ongoing regulatory and compliance advisory, including readiness for Exp. 25.340 / 25.362 and OECD CARF when they enter into force;
• territorial-tax substance documentation for DGT defense.

Our role is to ensure that your crypto business in Costa Rica is legally structured, bankable, and future-proofed against the regulatory shifts already in motion — not merely registered.