Special Power of Attorney in Costa Rica: What You Need to Know
A Special Power of Attorney in Costa Rica (commonly referred to in Spanish as Poder Especial) is one of the most frequently used legal instruments —particularly in real estate transactions, corporate affairs, banking, litigation, and various administrative or contractual procedures.
At LandCo, we routinely prepare and execute these documents for foreign clients who need to act through a trusted representative in Costa Rica. Whether you’re buying or selling property, executing a corporation resolution, or filing a tax declaration, it is essential to understand the scope, formal requirements, legal effects, and limitations of a Special Power of Attorney before relying on it.
Below, we provide an in-depth guide to help you navigate this vital legal tool.
Definition and Nature
A Special Power of Attorney is a unilateral legal instrument by which a person (the Principal, or Poderdante) grants another person (the Agent, or Apoderado) the legal authority to act on their behalf for one or more clearly defined purposes.
Unlike a General Power of Attorney (Poder General) or Full Power of Attorney (Poder Generalísimo), which may authorize broad and indefinite powers, a Special Power of Attorney is limited in scope and specific in purpose. It is tailored to a particular transaction or legal act and does not grant the Agent the ability to act beyond the clearly stated powers.
The scope of authority must be explicitly described in the instrument. Any action performed outside of those express powers is considered legally unauthorized (ultra vires) and may be declared null and void. This makes precision in drafting critical.
Formal Requirements Under Costa Rican Law
Costa Rican legislation—primarily the Civil Code and Notarial Code—establishes specific requirements that must be met for a Special Power of Attorney to be valid and enforceable. These include:
Notarization
The Special Power of Attorney must be granted before a Notary Public licensed in Costa Rica. If the document is signed outside Costa Rica, it must be:
- Executed before a Costa Rican Consulate, and
- Authenticated by the Ministry of Foreign Affairs (Ministerio de Relaciones y Culto)
Public Instrument
The document must be issued as a public deed (escritura pública) and formally recorded in the Notary’s protocol log book. The Agent is then provided with an authorized extract (testimonio) for legal use.
Legal Capacity
The Principal must have full legal capacity—being of sound mind and of legal age. If the Principal is a legal entity (corporation or LLC), a duly authorized representative must appear on its behalf, often based on shareholder or board approval.
Clear and Specific Powers
The legal acts that the Agent is authorized to perform must be clearly and specifically defined. Common examples include the sale or purchase of real estate, signing of corporate resolutions, representation before a government agency, or initiation of legal proceedings.
Proper Identification
Both the Principal and the Agent must be clearly identified with:
- Full names,
- Nationalities,
- Passport or ID numbers,
- Marital status, and
- Legal domiciles.
These identification details -also called “calidades”-are not optional—they are legally required and essential for registration purposes.
Scope of Use
A Special Power of Attorney is versatile and commonly used in the following legal contexts in Costa Rica:
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Real Estate Transactions
It’s needed to authorize the Agent to buy, sell, transfer, mortgage, or lease real estate on behalf of the Principal.
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Closings and Escrow Representation
Required to allow the Agent to sign the transfer deed, approve the disbursement of funds, represent the client before the Notary Public, and complete all closing documentation.
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Corporate Representation
Mandatory to act on behalf of a shareholder or board member in meetings, vote on corporate matters, or sign resolutions and shareholder agreements.
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Administrative Procedures
To appear before municipal governments, the Public Registry, the Tax Authority, Immigration, or the Social Security Administration (Caja), and submit documentation, declarations, or legal forms.
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Legal Representation in Litigation
To act as a party in judicial proceedings—whether to file lawsuits, respond to claims, or engage in alternative dispute resolution. Please note: litigation powers require specialized judicial language in order to be valid under procedural law.
Duration and Revocation
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Term
The Special Power of Attorney may include a specific expiration date (e.g., valid for 6 or 12 months) or be open-ended. If no expiration is expressly stated, the Power is presumed to remain valid until it is either revoked or the authorized act is completed.
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Revocation
The Principal retains the right to revoke the power at any time, by signing a Deed of Revocation before a Notary Public. For legal effectiveness, it is strongly recommended that both the Agent and any third parties relying on the document be formally notified of the revocation.
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Automatic Extinction
A Special Power of Attorney automatically terminates in the following situations:
- Completion of the specific act for which it was granted,
- Death or legal incapacity of the Principal (unless otherwise allowed by special clause),
- Dissolution of the Principal, if a corporation or legal entity,
- Express revocation executed by the Principal.
Special Power of Attorney in Costa Rica: Final Thoughts
The Special Power of Attorney is a powerful and flexible tool for both residents and non-residents doing business or legal transactions in Costa Rica. However, it must be used with precision and transparency.
To ensure that your Power of Attorney is valid, enforceable, and tailored to your needs, it should always be:
- Drafted and notarized by a qualified Costa Rican attorney,
- Limited in scope to the specific act you intend to delegate,
- Granted only to individuals or professionals you trust,
- Monitored and, if necessary, revoked after the intended act has been completed.
At LandCo, we are experts in structuring Special Powers of Attorney for foreign investors, property owners, and corporate entities. Whether you’re abroad and need representation at a closing, or want to delegate administrative tasks in Costa Rica without legal exposure, we are here to help.
Need help drafting a Special Power of Attorney in Costa Rica?
Contact our legal team today at info@landcolaw.com or visit us at www.landcolaw.com to schedule a consultation.
LandCo Legal – Real Estate and Corporate Law, Done Right.