SUGEVAL reforms rules on relevant facts, custody, and fund prospectuses

The General Superintendency of Securities (SUGEVAL) reformed the rules on relevant events, custody contracts, and investment fund prospectuses through two agreements published in La Gaceta No. 190 on Thursday, October 8, 2026. Agreement SGV-A-15-2026 mandates the disclosure of assembly notices and requires custody entities to send information to investors, while SGV-A-16-2026 adjusts how fixed-income funds disclose the average duration of their portfolios.

SGV-A-15-2026 was issued in the Office of the Superintendent at twelve thirty on September 1, 2026, and is signed by Tomás Soley Pérez, General Superintendent of Securities. SGV-A-16-2026 was issued in the Office of the Intendant at sixteen twenty-seven on September 3, 2026, and is signed by Reyner Brenes Chaves, General Intendant of Securities.

Both acts are based on Article 8 of the Securities Market Regulatory Law, which empowers the Superintendent to require the necessary information from supervised entities for their regulation, inspection, and supervision functions. The reference framework is the reform to SUGEVAL Agreement 08-09, Regulation on Management Companies and Investment Funds, approved by the National Council for Supervision of the Financial System (CONASSIF) in Article 9 of the minutes of session 1970-2025, held on September 16, 2025, and published in Supplement No. 125 to La Gaceta on September 30, 2025.

Mandatory disclosure of assembly notices

Article 1 of SGV-A-15-2026 modifies the fourth line of the Annex of Agreement SGV-A-61, regarding relevant events, to require that the notice for ordinary and extraordinary shareholder meetings of an issuer or an investment fund include:

• The closing date of the shareholder or investor registry, to determine who is entitled to attend.
• The place or medium where the information and documentation relating to the agenda items will be available from the date of the notice.
• Access to that information for duly accredited shareholders or investors.

In the case of venture capital funds, the requirement applies only to those whose shares are registered for trading on an organized secondary market. SUGEVAL justified the measure based on the increase in inquiries and complaints from investors regarding how to access notice information.

Custodians must send information to investors

Article 2 adds article 11bis to Agreement SGV-A-198, for the implementation of the Custody Regulation. All custody entities must send Relevant Fact Communications to each account holder who possesses equity securities or shares in closed-end investment funds, regardless of whether that service was contracted or not, upon two events:

• Call for ordinary and extraordinary shareholders’ meetings of an issuer or an investment fund.
• Results of the shareholders’ meeting of an issuer or an investment fund.

Disclosure must be made immediately after the entity becomes aware, and the period may not exceed one business day from the publication of the relevant fact in the National Registry of Securities and Intermediaries. Article 3 adds subsection i) to article 26 of Agreement SGV-A-170, regarding operational provisions for investment fund management companies, so that they publish the call notices and the agenda documentation on their website, from the date of the call until the effective date of the meeting. Article 4 repeals article 4 of SGV-A-198, regarding information technology requirements, as it refers to a provision prior to Agreement CONASSIF 5-24.

Average duration of fixed income ceases to be a permanent limit

SGV-A-16-2026 modifies the “Conditions for fixed income securities” section of point 4A.1 of the “Investment policy and operational provisions” section of Annex 1 of the Guide for the Preparation and Submission of Investment Fund Prospectuses, contained in Agreement SGV-A-158. SUGEVAL determined that the average duration of fixed income assets reflects a characteristic of the portfolio at a given time and may vary due to movements in interest rates, changes in the valuation of instruments, and maturities; therefore, it constitutes a management target value and not a specific limit of permanent compliance, as is the case with the minimum and maximum limits of the prospectus.

The project was submitted for public consultation via official letter C03/1489 on August 17, 2026, and no observations were received upon its expiration. Guide SGV-A-158 had already been modified by Agreement SGV-A-11-2026 on May 18, 2026, to adapt it to the new regulatory framework. The authority to issue the act corresponds to the General Superintendent of Securities due to the partial delegation established in resolution SGV-R-99-2024 of May 23, 2024, published in La Gaceta No. 101 on Wednesday, June 5, 2024.

Impact for the securities market

The reforms expand the disclosure obligations of equity security issuers, investment fund management companies, and custody entities, and reinforce savers’ timely access to decisions submitted to assemblies. Custodians are required to act even when the investor has not expressly contracted that service, while management companies must keep the documentation for each call published at least until the assembly is held. SGV-A-15-2026 takes effect upon its publication in the Official Gazette and SGV-A-16-2026 takes effect upon its communication.

Source: La Gaceta, No. 190 of Thursday, October 8, 2026, Section I (Decentralized Institutions, General Superintendency of Securities), pp. 115-118 (official reference: SGV-A-15-2026, IN202601131029; SGV-A-16-2026, IN202601131031).