A Power of Attorney is a legal instrument in which one person known as the grantor (poderante) confers legal authority on another person known as the agent (apoderado) to act on their behalf. That Power of Attorney can also come from a Costa Rican corporation to an individual to carry out corporate acts on their behalf.
In Costa Rica, the granting of Powers of Attorney is governed by the Civil Code of Costa Rica (Codigo Civil). In this article, I will review the three main forms of Powers of Attorney used in Costa Rica which are Poder Generalissimo, Poder General, and Poder Especial.
1. The Poder Generalísimo
The Poder Generalísimo is the most expansive form of Power of Attorney that can be granted under the Civil Code. It is regulated by Article 1253 CC which provides as follows:
“Article 1253.- Under the mandate or power generalissimo for all the business of a person, the agent can sell, mortgaging and/or encumber or lien any kind of property; the agent may accept or reject inheritances; carry out any judicial process; execute any kind of contracts and execute all other legal acts that could be made by the grantor except those which the law specifically indicates must be carried out by the owner in person and.or acts for which the law requires a specialized power of attorney.”
In the U.S. you generally can specify which of the following powers you are granting to your agent such as:
- Real property transactions.
- Tangible personal property transactions.
- Banking and other financial institution transactions.
- Business operating transactions.
- Estate, trust, and other beneficiary transactions.
- Claims and litigation.
- Personal and family maintenance.
- Benefits from social security, medicare, medicaid, or other governmental programs, or civil or military services.
- Retirement plan transactions.
- Tax matters.
In Costa Rica, you should assume that if you grant a Poder Generalissimo that you are granting the broadest possible power of attorney available which would allow your agent to carry out all of the items listed above as well.
Can I Limit the Scope of the Poder Generalissimo
Yes. You can grant a Poder Generalissimo and then put limitations on it which would prohibit the agent from carrying out any of the items that you have limited. You can also limit the time frame of any power of attorney.
2. Poder General
The Poder General is more limited in scope since it is an administrative Power of Attorney. It is designed to allow the agent to administer your affairs without having the authority to dispose of or encumber assets. The Poder General is regulated by Article 1255 of the Civil Code which specifically itemizes the authorizations that are granted. Specifically, Article 1255 indicates:
“ARTICLE 1255.- By the general power for all, or some business transactions the agent broad and general administration, including the following:
- 1. Celebrate the necessary agreements and to execute those acts required for the preservation or exploitation of goods.
- 2. To act judicially to undertake any actions necessary to preserve property and interrupt the running of any statutes of limitations related to powers granted herein.
- 3. Rent or lease movable property for up to one year; but, if the power is limited to a certain time, the period of the lease must not exceed that term. To lease real estate a Poder Generalissimo or special power is required.
- 4. Sell goods as well as any other movable property that by its nature is destined to be sold or are at the risk of being deteriorated or lost.
- 5. To demand in any judicial or extrajudicial process the payment of debts.
- 6. To Execute all legal acts that according to the nature of the business are an incidental and necessary part of the mandate that is being provided.
3. Poder Especial
The Poder Especial (Special Power of Attorney) is a Power of Attorney that is granted to an agent so that they can carry out specific acts which are set forth in the Power of Attorney. The Poder Especial is regulated by Article 1256 of the Civil Code.
“ARTICLE 1256.- The special power for a determined judicial or extrajudicial act will only empower the agent for those acts specified in the mandate, without being able to extend that authorization even to those acts that are considered a natural consequence of those that the agent is in charge of executing.
The special power which is granted for an
Since the Poder Especial is very limited in scope it is essential that you itemize in that Power of Attorney every act you want your agent to carry out. If you do not include it in the Power of Attorney then do not assume that your agent will be able to do it.
The typical uses of the poder especial to grant an agent the authority to:
- purchase or sell a specific piece of property.
- apply for utilities.
- rent out a specific property.
- purchase or sell a vehicle
- appear before governmental agencies to request permits
Those are just a few examples since the Poder Especial can be used for many different types of transactions.
4. How do you grant a Power of Attorney?
The process of execution of a Power of Attorney in Costa Rica is more bureaucratic than what you may be accustomed to in your own country. Both the Poder Generalisimo and the Poder General must be recorded in the National Registry of Costa Rica to be valid. This means that they must be transcribed and granted in the presence of a Costa Rican Notary Public. These types of Powers of Attorney must be logged into a Notary Protocolo book and then the grantor must sign that document. The Notary then extracts the content of the document and records it in the National Registry. The alternative to a Costa Rican Notary Public would be to grant them in the presence of a Costa Rican Consul who serves as an acting Notary Public under Costa Rican law.
The Poder Especial must be executed in a Notary Protocol book only when the act that is being granted requires registration in the Costa Rican National Registry. For example, a Special Power of Attorney to sell a property must be granted in a Notary Protocolo book because the sales deed that would result from that act requires public registration. Other acts such as dealing with government agencies would not require it to be in a Notary Protocol book, instead, the Special Power of Attorney would just require that the signature of the grantor be authenticated by a Notary Public.
5. How about a Corporation Power of Attorney
For those of you that own a Costa Rican corporation or Limited Liability Company, there will be occasions when you also need to confer a Power of Attorney to an agent o carry out some acts on your behalf. The corporation may also grant any of the three types of Powers of Attorney that we discussed above. It can be done in two ways.
The corporation officer or manager if authorized in the bylaws to do so may appear before a Notary Public to grant a Power of Attorney to any third party.
The shareholders of the corporation may convene a shareholder meeting of the corporation and grant a Power of Attorney. This requires an authorization to appear before a Notary Public or to commission a Notary Public to extract the contents of that meeting and issue a testimonial known as a Protocilizacion of that Power of Attorney. Then depending on the type of Power of Attorney being granted they can register it in the National Registry.
In the section below I have included an example of the Poder
Special Power of Attorney
NUMBER SIXTY ONE: Before me, Patricia Sevilla Castro, Notary Public with office in San Jose personally appeared JOHN HANSEN, no second surname on account of his United States nationality, citizen of the United States, of legal age, married on two occasions, retired, resident of Brasil de Mora with Pensionado Rentista number 9991 an he states that: He confers a SPECIAL POWER OF ATTORNEY without monetary limitation pursuant to Article 1256 of the Civil Code to Mr Francisco Gamboa Perez, of legal age, married once, Attorney, resident of San Jose, with card number 1- 929-556 so that in his name he can appear before a Notary Public with the specific purpose of appearing before a Notary Public to sell, for the price the Attorney, in fact, deems convenient, the vehicle titled in his name and which has the following characteristics: MAKE: JEEP, STYLE: CHEROKEE, CATEGORY: AUTOMOBILE, BODY TYPE: STATION WAGON, CAPACITY: FIVE PERSONS, COLOR: BLACK, YEAR: TWO THOUSAND EIGHT, CYLINDERS: SIX, DISPLACEMENT: TWO THOUSAND EIGHT HUNDRED CUBIC CENTIMETERS, FUEL: GASOLINE, TRACTION: FOUR X FOUR, ENGINE NUMBER: K ZERO EIGHT SIX UCH, VIN NUMBER: ONE JCWL SEVEN EIGHT, PLATE NUMBER: THREE FOUR FIVE THREE NINE FOUR. The Attorney, in fact, may sign any document including public instruments that are necessary to have the sale of the vehicle recorded in the National Registry in the name of the Buyer. He is authorized to carry out all tasks before the registry offices that are necessary to comply with his mandate. He may make requests, receive documents, issue instructions, make and receive payments and carry out any tasks in the amplest manner possible to carry out the task established herein. THAT IS ALL. Having read the foregoing to the grantor he accepts it and we sign in the City of San Jose at 9:00 hours on the 15th May 2019. S/ JOHN HANSEN.- PATRICIA SEVILLA C.******************************************************************** THE FOLLOWING IS AN EXACT COPY OF DEED NUMBER SIXTY ONE INITIATED AT PAGE FIFTY THREE OF BOOK ONE OF MY PROTOCOL. HAVING CONFRONTED ITS CONTENT WITH THE ORIGINAL ISSUE THIS FIRST TESTIMONY AT THE REQUEST OF THE INTERESTED PARTY TO WHOM I DELIVER SIMULTANEOUSLY UPON SIGNING THE ORIGINAL.
NUMBER ONE HUNDRED TWENTY SEVEN: Before me, JUAN FERNANDEZ RODRIGUEZ, Notary Public with office in San Jose personally appeared ROBERT DOE no second surname on account of his United States nationality, of legal age, single, business person, resident of San Rafael de Escazu on the old road to Santa Ana, from TVA one hundred meters north and with passport number 135592476 and he states that: He confers an UNLIMITED GENERAL POWER OF ATTORNEY WITHOUT MONETARY LIMITATION to Mr. ROGER CAMPOS GAMBOA, of legal age, married once, business person, resident of San Jose, with identity card number 1-650-546, conferring upon said person the mandate which are established in Article 1256 of the Civil Code. The Attorney, in fact, may subrogate this power in whole or in part. May revoke and subrogations made and make new ones as necessary. Present in this act is the Attorney in Fact who manifests his acceptance of the Power of Attorney herein conferred. Having read this instrument to the person conferring the Power of Attorney he manifests his acceptance and we sign in the city of San Jose at 11:00 hours on the 5th day of May 2019. S/ ROBERT DOE.- ROGER CAMPOS GAMBOA.- JUAN FR.******************THE THE FOLLOWING IS AN EXACT COPY OF DEED NUMBER ONE HUNDRED TWENTY-SEVEN INITIATED AT PAGE EIGHT SIX OF BOOL FOURTEEN OF MY PROTOCOLO. HAVING CONFRONTED ITS CONTENT WITH THE ORIGINAL I ISSUE THIS FIRST TESTIMONY AT THE REQUEST OF THE INTERESTED PARTY TO WHOM I DELIVER SIMULTANEOUSLY UPON SIGNING THE ORIGINAL.