Home Costa Rica Legal TopicsCorporate Law Deadline for Unilateral Resignation of Legal Representative of Corporation

Deadline for Unilateral Resignation of Legal Representative of Corporation

by Super User

Deadline for Unilateral Resignation From a Corporation is near.


The Corporation Tax law which was created in 2012 imposes an annual corporation tax on all Costa Rican corporations.  That CorporationTax Law holds the legal representative personally liable for the corporation tax.  As such the law created an exception which allowed the legal representative to unilaterally resign from the corporation during a 2 year timeframe since the implementation of the law.  The period to unilaterally resign expires on April 1, 2014.   


The law considers the legal representative to be any officer or non-officer/director that holds a Power of Attorney over the corporation. (Apoderados).   


For a legal representative to resign they must draft a resignation letter and deliver the resignation letter at the officially recorded legal domicile of the corporation.  The legal representative must then appear before a Costa Rica Notary Public to certify that they delivered the resignation letter or if they were unable to deliver it then set forth the reasoning for it.  The Notary Public  will draft an extrac of the manifestations of the legal representative and then file it in the National Registry of Costa Rica. Once the National Registry records the resignation it becomes effective against third parties.


The National Registry should charge 2,000 Colones in registry fees to record the resignation (This is pursuant to Article 2 of Ley de Aranceles del Registro Nacional). Likewise the minimum fee scale imposed by the Costa Rican Bar Association for a protocolization such as this resignation is 75,000 Colones.   That is the minimum so if a Notary Public wants to charge more they may do so if the client consents.


If your intent is to get yourself off as legal representative of a corporation the time is now before the grace period expires on April 1, 2014.


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