Lawyers and Corporations

Lawyers

Lawyers permeate many aspects of Costa Rican life. You will need them for real estate transactions, residency permits, and forming a corporation (a Sociedad An?nima, or S.A). One exasperated local jokes that you can barely get out of bed in the morning without a lawyer filing a tramite (the general term for legal papers).

It is imperative that you find an honest and effective lawyer, and that you nurture the relationship as you would one with your in-laws, recognizing it as a necessary evil. Personal referrals are the best way to go, though even with a highly recommended lawyer you need to be vigilant – reading over all the documents he or she will file with various agencies (errors abound), and keeping on top of dates and deadlines (because he or she might not). It is also helpful to know the basic prices for various services (as other expats and other lawyers) to make sure your not being overcharged.

Though this country has an overabundance of lawyers, ironically, Costa Rica is not a litigious society, this could be because lawsuits can take seven years to come to trial, and monetary awards are limited to lost wages and hospital bills.

Sociedad Anónima (S.A.)

To form a Costa Rican corporation, two people appear before a notary public or lawyer and execute the articles of incorporation. The incorporations need not be citizens or even residents of Costa Rica; citizens of any nation are free to form a corporation here. An S.A. also needs a board of directors, with a minimum of four members: president, vice president, secretary and treasurer (the secretary having more power than the vice-president). The two incorporators often assign themselves two of these four positions, asking a close friend or relative to play the other two board members.

Forming a Corporation (S.A.)

To form a corporation, you will need to:

• Execute the articles of incorporation before a notary public or lawyer
• Publish legal notice of the corporation in Costa Rica’s official newspaper, La Gaceta.
• Register the company at the National Registry (usually the notary or lawyer does this)
• Legalize the corporations books: A set of three accounting books-daily, main (mayor), and inventory and balances-and three “legal” books-shareholders’ record, shareholders’ assemblies, and board of directors’ meetings-are presented to the Ministerio de Hacienda for their initial authorization by the Book Legalization Department. Once legalized, these books will register all internal affairs of the company (as well as stock transfers) and are kept privately by the shareholders.