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Costa Rica Corporation Minute Books

by Super User
Costa Rica Corporation

The corporation minute book is required in Costa Rica.  If you have a Costa Rican corporation (S.A.) or a Costa Rican Limited Liability Company (S.R.L.) both will have minute books.

The Costa Rican Limited Liability Company (Sociedad de Responsabilidad Limitada) is required to have the Shareholder Minute Book (Actas de Asabamlea de Cuotistas)  and the Shareholder Log Book( Registro de Cuotistas).  The Costa Rica Corporation (Sociedad Anonima) must have the following three minute books:  Shareholder Log Book, Shareholder Minute Book, Board of Directors Minute Book.

In the past it was required that these books be legalized by the Costa Rican Department of Revenue (Tributacion Directa) and the books were generally bounded books consisting of 100 pages.  In those bound minute books all the entries had to be handwritten in the book to be legally binding.

The tax department is no longer responsible for the corporation books.  That task has been delegated to the  National Registry of Costa Rica.  The National Registry has also implemented a digital corporation registration format under the platform known as CrearEmpresa which allows a Notary Public to present the corporation filing electronically.  When this platform is used and the corporation is created the authorization number to legalize the corporation books are also provided.   This is known as the “numero de legalizacion “

The law now allows for a  newly formed corporation to have a loose leaf minutes book (Article 263 of Commercial Code and Article 8 of the National Registry).    As such it is now common to see either loose leaf minutes books and also the traditional bound books .

The care and custody of the corporation minute books is the responsibility of the Secretary of the corporation in the case of  corporations(Sociedad Anonima)  and the Manager in the case of Limited Liability Companies (Sociedad de Responsabilidad Limitada).

In the event the corporation books are lost or damaged then the legal representative of the corporation with power of attorney to act on behalf of the corporation will be allowed to request the replacement of the corresponding book after publishing notice  in the newspaper justifying the replacement of the books.



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