Costa Rica is a democratic country located in Central America. Recently becoming popular due to tax system (territorial) and the availability of a Data Processing License, very popular among gambling websites, it offers two types of companies: The “Sociedad de Responsabilidad Limitada”, also referred to as “S.R.L.”, “Limitada” or “Ltda” and the “Sociedad Anónima”. In both cases the assets of the shareholders are not to be confused with the assets of the companies and therefore protected from the creditors of the companies.
The special features of the S.R.L. are mainly the following:
- Shares cannot be transferred to non-shareholders without the previous express consent of the other shareholders, who have a right of first refusal to purchase them.
- These companies require, for their administration, no more than one individual (Manager).
The “Sociedad Anónima”, also referred to as “S.A.”, is the most widely used corporate structure in Costa Rica. It is pretty flexible and its legal treatment is extensive. In general terms, it can have any amount of social capital (usually a low amount is used without any negative consequence) divided in as many shares as the investor desires (normally structured in a way in which they can be divided in as much shareholders that can be previewed, since such shares are, by law, not divisible).
The S.A. has many features, of which the most important are:
- The positions of President, Secretary and Treasurer are legally mandatory and must be occupied by three different individuals
- It must have a Board of Directors of at least three members, as well as one Comptroller, who must not hold any powers of attorney on behalf of the company.
- Shares can be transferred to any non-shareholder without the approval of the other shareholders.
- By Laws can be issued and they can be amended at any time by means of a Meetings of the Shareholders. Voting by proxy is allowed.
- It is possible to establish special features for the protection of minorities and their voting rights.
- The legal representatives (those that have the power to represent the company) are liable for any actions taken against the interest of the company and/or its shareholders.
- They must have three corporate books (shareholders meetings, shareholders registry book and board of directors meeting book) and three accounting books. These books must be authorized by the local tax authorities and are a requirement for implementing any change in the company’s By-Laws or in its power of attorney structure since no shareholders meeting can be held without being recorded in the specific book authorized for such purposes.
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0834-1987 Panama, Republic of Panama
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