By Mariajosé Víquez, GM Attorneys at Law.
In December 2021, Costa Rica enacted Law No. 10,069 on Electronic Promissory Notes and Bills of Exchange, introducing a modern legal framework for digital financial instruments. This law allows for the issuance and circulation of promissory notes and bills of exchange in fully electronic form. However, full implementation only became practical in June 2025, when SUGEVAL officially authorized Interclear Central de Valores, S.A. as the country’s first Centralized Registry Entity (Entidad de Registro Centralizado – ERC).
Why This Matters.
Before Interclear’s authorization, electronically signed promissory notes and bills of exchange faced legal uncertainty. Despite the existence of Costa Rica’s digital signature law (Law No. 8454), courts frequently rejected digital instruments due to the lack of a centralized registration mechanism. Section 16 of Law No. 10,069 requires such titles to be registered in a centralized registry and validated through a certification for them to be enforceable in court.
With Interclear now operational, these instruments:
- Gain full legal validity and enforceability.
- Benefit from enhanced traceability and security.
- Offer a streamlined and paperless process for commercial transactions.
This is a significant step forward for businesses, lenders, and investors—particularly international ones—seeking reliability in Costa Rican credit and commercial systems.
How It Works in Practice: Step-by-Step
If you’re planning to issue an electronic promissory note or bill of exchange—or transition from paper to digital—in Costa Rica, here’s how the process works in practice:
1. Draft the Electronic Document
Include all the required formal elements under Costa Rican law: amount, maturity date, parties, and payment terms and coditions. The document must be originally created electronically or properly converted from paper.
2. Apply Certified Digital Signatures (Firma Digital issued by the Costa Rican Central Bank “BCCR”)
Each relevant party signs the document using a certified digital signature compliant with Law No. 8454. Only signatures from registered providers are legally recognized.
3. Register the Title
The electronically signed document is submitted to Interclear Central de Valores, S.A., the currently authorized Centralized Registry. Once registered:
- It becomes enforceable and protected against forgery.
- It is associated with a unique holder through account notation.
- Only the registered holder may legally enforce or transfer it.
4. Circulate or Endorse the Title Digitally
Transfers or endorsements are made within the registry system. The title remains digital throughout—no physical handover is required.
5. Enforce the Title (If Necessary)
In the event of non-payment:
- The registered holder may request a certification from Interclear.
- This document acts as an executory title in court.
- While the certification itself doesn’t assign ownership, it confirms the holder’s legal capacity to pursue collection proceedings.
Conclusion
The implementation of Law No. 10,069, combined with the operational readiness of Interclear, provides a secure, modern, and efficient structure for handling digital credit instruments in Costa Rica.
This evolution is particularly relevant for expats, investors, and international businesses, who now have a reliable legal mechanism for executing and enforcing financial obligations, without the limitations of paper-based documents.
We at GM Attorneys will be pleased to help you with legal matters in Costa Rica! You can contact us at info@gmattorneyscr.com or visit our website and blog section at https://gmattorneyscr.com/blog/
Note: Interclear is a privately owned company. Any applicable fees are set and collected directly by them. This article reflects independent legal analysis and was neither sponsored nor influenced by Interclear or any third party.
Electronic Promissory Notes and Bills of Exchange in Costa Rica.
By Mariajosé Víquez, GM Attorneys at Law.
In December 2021, Costa Rica enacted Law No. 10,069 on Electronic Promissory Notes and Bills of Exchange, introducing a modern legal framework for digital financial instruments. This law allows for the issuance and circulation of promissory notes and bills of exchange in fully electronic form. However, full implementation only became practical in June 2025, when SUGEVAL officially authorized Interclear Central de Valores, S.A. as the country’s first Centralized Registry Entity (Entidad de Registro Centralizado – ERC).
Why This Matters.
Before Interclear’s authorization, electronically signed promissory notes and bills of exchange faced legal uncertainty. Despite the existence of Costa Rica’s digital signature law (Law No. 8454), courts frequently rejected digital instruments due to the lack of a centralized registration mechanism. Section 16 of Law No. 10,069 requires such titles to be registered in a centralized registry and validated through a certification for them to be enforceable in court.
With Interclear now operational, these instruments:
- Gain full legal validity and enforceability.
- Benefit from enhanced traceability and security.
- Offer a streamlined and paperless process for commercial transactions.
This is a significant step forward for businesses, lenders, and investors—particularly international ones—seeking reliability in Costa Rican credit and commercial systems.
How It Works in Practice: Step-by-Step
If you’re planning to issue an electronic promissory note or bill of exchange—or transition from paper to digital—in Costa Rica, here’s how the process works in practice:
1. Draft the Electronic Document
Include all the required formal elements under Costa Rican law: amount, maturity date, parties, and payment terms and coditions. The document must be originally created electronically or properly converted from paper.
2. Apply Certified Digital Signatures (Firma Digital issued by the Costa Rican Central Bank “BCCR”)
Each relevant party signs the document using a certified digital signature compliant with Law No. 8454. Only signatures from registered providers are legally recognized.
3. Register the Title
The electronically signed document is submitted to Interclear Central de Valores, S.A., the currently authorized Centralized Registry. Once registered:
- It becomes enforceable and protected against forgery.
- It is associated with a unique holder through account notation.
- Only the registered holder may legally enforce or transfer it.
4. Circulate or Endorse the Title Digitally
Transfers or endorsements are made within the registry system. The title remains digital throughout—no physical handover is required.
5. Enforce the Title (If Necessary)
In the event of non-payment:
- The registered holder may request a certification from Interclear.
- This document acts as an executory title in court.
- While the certification itself doesn’t assign ownership, it confirms the holder’s legal capacity to pursue collection proceedings.
Conclusion
The implementation of Law No. 10,069, combined with the operational readiness of Interclear, provides a secure, modern, and efficient structure for handling digital credit instruments in Costa Rica.
This evolution is particularly relevant for expats, investors, and international businesses, who now have a reliable legal mechanism for executing and enforcing financial obligations, without the limitations of paper-based documents.
We at GM Attorneys will be pleased to help you with legal matters in Costa Rica! You can contact us at info@gmattorneyscr.com or visit our website and blog section at https://gmattorneyscr.com/blog/
Note: Interclear is a privately owned company. Any applicable fees are set and collected directly by them. This article reflects independent legal analysis and was neither sponsored nor influenced by Interclear or any third party.
