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Board of Directors

A Costa Rican Corporation is legally represented by the President of the Board of Directors (“BoD”) or any other BoD member as set forth in the AoA. The President of the BoD is the judicial and extrajudicial representative of the Company and has unlimited powers of attorney which cannot be restricted vis-à-vis third parties. Other BoD members may be granted authority to represent the Corporation and act on its behalf in the AoA.

Division of Duties: In general, the BoD members are entitled to jointly or individually represent the Company.  The President holds a full unlimited power of attorney and other members will have the authority set forth in the AoA. [...] The BoD shall hold meetings to discuss the management of the Corporation. According to the Commercial Code, the President presides the BoD Meetings, the Secretary shall keep all books and records, and the Treasurer shall keep accounting records. Different BoD members may have different responsibilities set forth by the Shareholders or as agreed to in a BoD Meeting, but even then, however, every BoD member stays obliged to supervise the actions of all others in order to prevent untenable management decisions.

Composition: A Costa Rican Corporation has a BoD comprised of at least 3 members: President, Secretary and Treasurer. Additional members can be appointed in the AoA. All members of the BoD must be physical persons with full legal capacity.

Appointment/Dismissal Competence: BoD members shall be appointed by way of a Shareholders’ Resolution (accumulative vote applies, unless provided otherwise in the AoA) at a General Meeting (“GM”).  Dismissal of BoD members may be achieved through a Shareholders’ Resolution at a GM. Generally, no maximum or minimum term applies to the BoD members unless otherwise stated in the AoA or in the Shareholders’ Resolution appointing the BoD members. If no BoD member has an address in Costa Rica a registered agent shall be appointed.

Alternates: Alternates (in Spanish: “Suplentes”) may be appointed under the same conditions as “ordinary” BoD members.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Costa Rica on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with BLP before actually changing any board members in Costa Rica.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the President (unless the AoA establish otherwise).

At least 15 business days prior to the GM (unless the AoA require a longer notice period).

Yes.

No.

Yes, if all Shareholders concur (a “Totalitarian GM”).

Convening notice to be published in the official newspaper (unless the AoA require otherwise). Official newspaper is approximately 2 weeks to make publications.
2

Acceptance of appointment.

Acceptance letter.

Yes, to be signed by the appointee.

Prior to the GM.

Yes.

No.

Yes, if the appointee signs the Minutes of the GM.
3

GM.

Minutes of the GM.

Yes, Minutes to be signed by the President and Secretary of the GM. In case of a Totalitarian GM, all Shareholders have to sign as well.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, someone must be appointed by the GM to appear before the notary public to notarize the Minutes.

No.

Shareholders may be represented by proxy.
4

Registration before the Costa Rican Public Registry.

(i) Notarized Minutes of the GM;

(ii) Payment of registration taxes.

No (no filing forms exist).

No specific deadline applies.

Yes.

No.

No.

Appointment will only have effect vis-à-vis third parties upon registration.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
No specific requirements

0-15 days**

*However, less than 15 days possible if Step 1 is waived.

**The need for notarization, physical meeting and originals may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the President (unless the AoA establish otherwise).

At least 15 business days prior to the GM (unless the AoA require a longer notice period).

Yes.

No.

Yes, if all Shareholders concur (a “Totalitarian GM”).

Convening notice to be published in the official newspaper (unless the AoA require otherwise). Official newspaper is approximately 2 weeks to make publications.
2

GM.

Minutes of the GM.

Yes, Minutes to be signed by the President and Secretary of the GM. In case of a Totalitarian GM, all Shareholders have to sign as well.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, someone must be appointed by the GM to appear before the notary public to notarize the Minutes.

No.

No vacancies can be recorded, therefore, in case of dismissal, a new BoD member shall be appointed simultaneously with the dismissal.

Shareholders may be represented by proxy.
3

Registration before the Costa Rican Public Registry.

(i) Notarized Minutes of the GM;

(ii) Payment of registration taxes.

No (no filing forms exist).

No specific deadline applies.

Yes.

No.

No.

Dismissal will only have effect vis-à-vis third parties upon registration.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

*However, less than 15 days possible if Step 1 is waived.

**The need for notarization, physical meeting and originals may take additional time.
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BLP has provided all input about changing board members in Costa Rica. BLP is a Central American [...] law firm highly regarded for its client service and business-oriented advice. 

Winner of the “Customer Service Award” by Chambers and Partners in 2012, “Law firm of the Year - Costa Rica” Award by Chambers and Partners in 2013 and again in 2015, “Law firm of the Year - Costa Rica” Award by IFLR1000 in 2015 and again in 2016 and Best Central American Law Firm –Silver- 2016 by ILASA, the firm is a one-stop-shop for conducting business.

For more information about BLP and changing board members in Costa Rica, please use the below contacts:

TEL: +506 2205 3990
EMAIL: mmalcotti@blplegal.com
WEB: www.blplegal.com