This article is a brief introduction to the legal system in Costa Rica as it pertains to owning a corporation, this avenue of law has its own regulations and jurisdiction.

Legal books are essentially the company records that contain the information of the shareholders, their agreements, how the capital is divided, any changes in the bylaws (statutes), and lastly, in the event you decide to dissolve the company, it would need to be through the legal books as well. As you can see, the legal books are vital to the existence of the company and its shareholders.   

In Costa Rica, businesses have different types of books depending on what type of company or corporation it is. Each of these books is identified with a unique legalization number obtained from the National Registry.

In the Costa Rican business market, the most common types of companies are:

A. Corporations (Sociedad Anónima/SA) with a capital divided into shares whose books consist of:

• • Book for the Minutes of Shareholders’ Meetings

  • Shareholder Registry

  • Book for the Minutes of the Board of Directors

Note: The Secretary of the SA must keep the above mentioned books.

B. Limited liability (Sociedad de Responsabilidad Limitada /SRL) companies with a capital divided into quotas whose books consist of:

• • Book of Quota holders’ Meetings

  • Quota holder Registry

Note: The manager(s) of the SRL must keep the above mentioned books.

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

These legal books are important, because through them you can increase, decrease, or transfer capital.

Additionally, if you do not have the legal books, there are several reasons for the replacement of those statutory books:

• Renewal of previous books

• Loss, theft, deterioration, or damage

• Change of corporate name

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

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

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

A few years ago, the legal books were legalized by the Ministry of Finance.

Finally, the legal books are conformed by the following requirements:

1. Maximum of 200 removable sheets

2. The first page must include the identification of the type of book and the volume number

3. The legalization number (upper right corner of the first page)

Previously, statutory books were notebooks with continuous “sewn” sheets, lines and consecutive numbering.

Today, the legal books are digitized, printed on computers, and scanned on detachable, consecutively numbered sheets.

Keep your company legal books safe and remember that having them is mandatory.

The Business Division of Outlier Legal is well versed in establishing and keeping legal books for your business, should you need our help.