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Digitization of Corporate Books

Companies have different types of books depending on what kind of company or corporation it is, and each kind of book is identified with a unique legalization number. In the Costa Rican market, the most important

Companies have different types of books depending on what kind of company or corporation it is, and each kind of book is identified with a unique legalization number. In the Costa Rican market, the most important types of companies are:

A. Corporations with issued shares whose books consist of:

    • Book of Minutes of Shareholders’ Meetings

    • Shareholder Registry

    • Minute Book of the Board of Directors

Note: The Secretary must keep the statutory books.

B. Limited liability corporations with shares of capita whose books consist of:

    • Book of Quota holders’ Meetings

    • Quota holder Registry

Note: The manager must keep the statutory books. 

In both cases, a law firm, attorney, or third party may keep the books, as decided by signed agreement of the shareholders or quota holders. The partners can always examine these books, provided they own at least 20% of the capital stock, and a judge will order an audit of the company in any case where access to the books has been denied.

There are several reasons for the replacement of statutory books:

  • Renewal of previous books

  • Loss, theft, deterioration, or damage

  • Change of corporate name

  • Merger or takeover of corporations following the creation of a new company

  • First-time legalization: a) when a company is incorporated or b) in the case that books were not legalized at the time of incorporation

  • The National Registry may request an old book not bearing a legalization number.

Formerly, statutory books were notebooks with continuous “sewn” sheets, lines and consecutive numbering. Today, the books are digitized, printed on computers, and scanned on detachable, consecutively numbered sheets.

The advantages of digitized statutory books are as follows:

  • The sheets are easily removed when placed on a printer.

  • Only the text is printed and signed, making transcription of minutes unnecessary.

  • If a sheet is damaged, it just needs to be reprinted in the correct numbering order. As per Article 264 of the Commercial Code, tearing off sheets or altering the binding or numbering of books is prohibited.

Statutory books are different from accounting books.

According to the National Registry Regulations, the legalization of corporate books is subject to the following requirements:

  • The sheets must be detachable, letter-sized, and the book must have no more than 200 pages.

  • The type of book and volume number must appear on the first page.

  • The legalization number must be located on the upper right corner of each page.

  • The procedure is the responsibility of the official or legal representatives of the corporation.

Upon appearing before a notary public, a request must be made for the National Registry to assign a legalization number. Furthermore, the required legal notice must be published, and any applicable stamps are to be paid in full (bank payment receipt).

Digital signature: Use of a digital signature for this procedure is possible through CrearEmpresa.go.cr.

Please bear in mind that a one-time-only notice in the Official Gazette, or any national newspaper, is required stating the reasons for the replacement.

According to the Commercial Code of Costa Rica (Article 252), these books are strictly indispensable.

The digitization of books is important for updating company information and for legalization purposes, as well as completing processes such as the agreement by the partners to increase or decrease capital stock, noting any changes to the Board of Directors, any modification of articles of incorporation clauses like the registered office, and others.

In addition, it is important to consider that official and/or legal representatives (Board of Directors, managers, and attorneys) must have their passports, identity cards, or identifications current. Foreigners’ passports are sometimes not current because the numbers change at every renewal, making it necessary for them to appear before a Notary Public and have their current passport updated. 

There are different formalities for the replacement or legalization of statutory books, and you will receive advice, in turn, about which one is the best for you.

Generating wide-ranging actions to face challenges and making processes secure are what defines our firm.

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karenulate@outlierlegal.com

Lawyer and Notary Public specialized in corporate law, labor law, and intellectual property. Dedicated to providing corporate advice, with more than 9 years of experience in legal and commercial services, and 4 years as a lawyer.

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