A Costa Rican Limited Liability Company (“LLC”) is legally represented by its Managing Directors (“MDs”). The MDs are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters and they hold powers of attorney to act on behalf of the Company. Internally, they run the business of the Company by making all management decisions subject to any restrictions set forth in the Articles of Association (“AoA”). However, the Quotaholders of a LLC may instruct the MDs to exercise their management power in a specific way.

Division of Duties: In general, the MDs are entitled to jointly or individually represent the Company and they hold a full unlimited power of attorney unless the AoA state otherwise. The power of representation cannot be limited vis-à-vis third parties. [...] Internally, each MD may be assigned a specific area of responsibility (e.g. every day business, finances etc.). Even then, however, every MD stays obliged to supervise the actions of all others in order to prevent untenable management decisions. If no MD has an address in Costa Rica a registered agent shall be appointed.

Composition: A LLC must be represented by at least one MD. The number of the MDs and the alternates shall be established in the AoA. All MDs must be physical persons with full legal capacity.

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

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

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.