How will Costa Rica’s revised securities-market rules identify owners and test the suitability of people who run regulated entities?
Ownership must be visible in offering documents
Costa Rica’s National Council for Financial System Supervision (Conassif) has strengthened ownership and suitability checks across the securities market. For issuers, the revised public-offering rules require a prospectus to name shareholders with a stake equal to or above 10%. The calculation is broader than shares held directly: interests held through another person and those belonging to the shareholder’s economic group must also be considered under the applicable regulatory definition. This prospectus disclosure is separate from the obligation to provide Sugeval, the securities supervisor, with information about the ownership structure. The requirement also applies in authorisation processes involving fund managers, infrastructure-financing structures, securitisation and fiduciary companies managing trusts that issue publicly offered securities.
Authorisation can depend on defined background checks
The reform allows certain disciplinary or judicial histories to become grounds for rejecting an authorisation application or revoking an existing authorisation. It does not say that every record has that effect. Instead, the cases will be specified in a guideline issued by the General Superintendent of Securities. Similar conditions apply to individuals who hold ownership interests in the relevant structures, as well as directors, senior managers and legal representatives. The rules require information about those roles and impose exceptions for some people already holding similar positions in entities supervised by another Costa Rican financial superintendency. Other ownership-information exceptions cover supervised entities, international financial organisations with Costa Rican state participation, companies whose shares trade on an organised market and certain public non-bank institutions.
Investment managers face experience and integrity tests
The revised rules for management companies and investment funds set more detailed conditions for portfolio managers. They must have at least five years’ experience administering the type of assets assigned to them, and must not have received administrative sanctions for securities-market offences during the four years before their contractual relationship begins. The rules also address insolvency, bankruptcy and equivalent findings, and exclude convictions during the previous ten years for specified intentional offences, including money laundering and terrorist financing. Managers must not appear on relevant lists maintained by the United Nations, the United States Office of Foreign Assets Control or other recognised international and intergovernmental bodies. Venture-capital fund managers face similar restrictions, while investment committees must have knowledge and experience suited to the fund’s assets.
Existing issuers receive an adaptation period
The agreement took effect when it was published in La Gaceta on 14 October 2026, although existing issuers subject to the new duties have six months to submit information on ownership, directors, senior management and legal representatives. That is an adaptation period for issuers already registered in the National Securities and Intermediaries Registry, not a general delay to the reform’s commencement. The transitional provisions exclude several categories, including entities supervised by a financial superintendency, international organisations with Costa Rican state participation, companies whose shares trade on an organised market and public non-bank institutions. Conassif said the changes are intended to prevent money laundering, terrorist financing and the financing of proliferation, while making authorisation requirements more consistent across market participants.
IN NUMBERS
Conassif approved the package unanimously and definitively on 5 October 2026, at session 2055-2026, after a consultation agreed in January 2026 and review of observations received by Sugeval. The reform changes six regulations and reflects recommendations cited from the Financial Action Task Force, Gafilat and Iosco on authorisation, governance and the integrity of investment managers.
Reported from elfinancierocr.com, 2026-10-18. The Tender Wire is published by Otnox.
