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Comptrollers

A Costa Rican Corporation shall have one or more Comptrollers that supervise the correct and proper management of the Corporation.

Division of Duties: In general, the Comptrollers shall supervise all aspects of the Corporation, and have ample authority to request information to fulfill this undertaking. [...]

Composition: A Costa Rican Corporation might have one or more Comptrollers. The number of Comptrollers shall be set forth in the AoA.

Appointment/Dismissal Competence: Comptrollers shall be appointed by way of a Shareholders’ Resolution (simple majority vote, unless provided otherwise in the AoA) at a General Meeting (“GM”). Dismissal of Comptrollers may be achieved through a Shareholders’ Resolution at a GM. Generally, no maximum or minimum term applies to the Comptrollers unless otherwise stated in the AoA or in the Shareholders’ Resolution appointing the Comptrollers.

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

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 Comptroller 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