by ZEWSIf you are considering opening a Costa Rican corporation, it is crucial to understand the significance of the legal books.
Whether you are setting up an S.A (Sociedad Anónima) or S.R.L (Sociedad de Responsabilidad Limitada), the legal books play a vital role in maintaining compliance with the legal and administrative framework governing businesses in Costa Rica.
Understanding the Legal Books
When you form a corporation in Costa Rica, you will receive shares (for a standard S.A.) along with the corporate “legal books.” These legal books are essential documents that contain valuable information pertinent to your Costa Rica incorporation.
Legal Books for Standard Corporations
As a standard corporation in Costa Rica (known as “S.A.”), the following legal books are essential:
- Shareholder’s Registry: this book provides a record of the corporation’s shareholders, adhering to the commercial principle of “Double Intestation”, that is, the name of the shareholder certificate must be consistent to the entries in this book.
- Book of Shareholders’ Meetings: This book documents the minutes of shareholder assemblies/meetinfs, including ordinary and extraordinary meetings, as outlined by the Costa Rican Commerce Law.
- Book of Board of Directors: This book contains the minutes from the board of directors’ meetings, emphasizing the significance of the board of directors as an important organ of the standard corporation.
Legal Books for S.R.L
For a S.R.L incorporated in Costa Rica, the following legal books are imperative:
- Shareholder’s Registry: this book provides a record of the corporation’s shareholders, adhering to the commercial principle of “Double Intestation”, that is, the name of the shareholder certificate must be consistent to the entries in this book.
- Book of Shareholders’ Meetings: This book documents the minutes of shareholder assemblies/meetinfs, including ordinary and extraordinary meetings, as outlined by the Costa Rican Commerce Law.
Custody of the Legal Books: Our service to you
Once you are incorporated in Costa Rica, the custody of the legal books varies based on the type of corporation:
- For S.A.s, the secretary of the board of directors typically keeps the books.
- For S.R.L.s, the manager usually maintains the legal books, although it is not uncommon for the attorney to provide this service for a yearly fee.
Importance of the Legal Books
The legal books are indispensable for several reasons:
- Modification of Bylaws: Any modifications to the corporation’s bylaws require the legal books.
- Banking Purposes: When opening a bank account in Costa Rica, notarized certifications of the shareholders are necessary, which are provided through the shareholder’s legal books.
- Governance and Decision-Making: The legal books contain crucial information such as the minutes of the Board of Directors and the shareholders’ decisions, essential for governance and decision-making within the corporation, including, but not limited to special Power of Attorney in case it is necessary, specially if you live outside Costa Rica and you need somebody to perfom a specific duty on behalf of your corporation.
In conclusion, the legal books are not just a bureaucratic formality; they are a fundamental requirement for operating a corporation in Costa Rica.
They safeguard the integrity and transparency of the corporation, ensuring compliance with legal and regulatory obligations, and facilitating essential corporate processes.
At LandCo, we understand the complexities of establishing and maintaining a corporation in Costa Rica. Our legal expertise in real estate and corporate law can provide invaluable assistance in navigating the legal intricacies of setting up and managing your business efficiently.
Contact us today to ensure your business in Costa Rica is on a solid legal footing.