Shareholders meetings of Costa Rican corporations must meet several legal formalities to avoid possible annulment claims against the agreements that may have been approved in such.  The Costa Rican Commercial Code establishes such requirements, which include the formal procedure for the summoning of a shareholders meeting.

When holding a shareholders meeting on a Costa Rican company,in case 100% of the social capital is not present, the default rule (unless otherwise established in the company’s by-laws) is that summoning in the means of a published notice at the “GACETA” (official newspaper of the Costa Rican Government) must be made.

This formal notice needs to comply with particular legal formalities so a possible annulation of the meeting is not a risk. One of these requirements refers to who is responsible to summon and sign the indicated formal notice. In general terms, the summoning notice must be issued and signed by the company representative established in the Costa Rican company’s by-laws, but there is the risk that such Costa Rican corporation’s by-laws do not establish who these individual or individuals are.

In the above indicated case of lack of determination of who should be the issuer and signatory of summonings for meetings, and due to a lack of statutory provision in Costa Rican law, for the avoidance of risk, the indicated formal call should be made and signed by the entire Board of Directors of the Costa Rican company, which according to Costa Rican commercial law is, as a whole, the executive and administrative body with enough capacity to make decisions and act in favor of the corporation and its shareholders.

These rules apply to Costa Rican SA’s (“sociedad anonima”) and in general terms, by analogy, to Costa Rican S.R.L.s (“sociedad de responsabilidad limitada”).