[ESTABLISHING A BUSINESS ENTITY IN COSTA RICA] 127
subsequent fifteen days, the transfer may be carried out to the third party. o To be effective, all transfers of quotas must be granted in a private or public document registered in the Company’s quota holder Registry Book.
3.7 Resident Agent A Limited Liability Company must also appoint a Resident Agent if none of the Company’s Managers are domiciled in Costa Rica. 3.8 Steps and requirements to establish a Corporation Firstly, all Corporations and Limited Liability Companies must be constituted before a Notary Public by a minimum of two natural persons or two corporations, or any combination thereof. Secondly, the Notary Public must proceed to submit the following information required to register the company through an online platform: ● Name of the corporation: Also referred to “razón social” or “denominación social”: The name can be in any language; nonetheless the name may not be identical to any registered entity in the Public Registry. Also, the corporation’s name may be the corporate identification number assigned by the online platform. The same must be preceded by the words "Sociedad Anónima" or its abbreviation "S. A. " or “Sociedad de Responsabilidad Limitada” or its abbreviation “Limitada”. ● Domicile: A registered office must be assigned, and an address must be specified. ● Term: The term may be an unlimited number of years. ● Object: The object can be specific or general. ● Capital Stock: Must be issued under section 2.2 for corporations and section 3.2 for Limited Liability Companies. ● Board of Directors or Managers. ● Comptroller: Only for Corporations, as stated in section 2.5.
3.3 Responsibility The personal liability of a quota holder is limited to his or her paid-in capital contribution to the company. 3.4 Administration Managing a Limited Liability Company is much simpler than managing a Corporation, since it only requires a minimum of one Manager to oversee the Company’s administration. The Manager will be the legal representative of the representation of the Company, and his powers of attorney can be limited as desired by the quota holders in the quota- holders’ assembly. The positions outlined above are the minimum necessary to establish the entity; nevertheless, this does not exclude the possibility of appointing other Managers or Sub-Managers. 3.5 Quota holders Assembly The Quota Holders Assembly is the maximum body of authority, and in the same manner as the Shareholders Assembly in corporations, it is empowered to decide on all matters. Nonetheless, since Limited Liability Companies are not required to appoint a Comptroller, the Quota Holders Assembly will be responsible for this function. 3.6 Minority Rights Minority Rights in Limited Liability Companies are the same as in Corporations, as in section 2.8.
ILN Corporate Group – Establishing a Business Entity Series
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