The SOCIEDAD ANÓNIMA

By Lic. Rodrigo José Pastor Peralta
rpastorp@abogados.or.cr

The majority of legally registered companies and corporations in Costa Rica are constituted as “Sociedad Anónima.” This is the reason why most companies write their name followed by the initials “S.A.”

This type of mercantile company is flexible enough to accommodate huge corporations with thousands of shareholders as well as family, or small investment companies.

Although the Sociedad Anónima is an artificial creation, Costa Rican Legislation sees it as a “legal person” with its own legal identity number. This means that whatever obligation the company acquires is the company alone, by itself. The shareholders only respond for the amount of capital they invest in the company.

As little as two people can form a corporation of this nature, each one of them has to subscribe at least one share. Any decision taken by the shareholders is approved by simple majority, therefore whoever controls fifty-one percent of the shares, controls the company. The constitution of a Sociedad Anónima must be practiced by a Costa Rican Public Notary who has the obligation of inscribing it in the Mercantile Division of the Public Registry.

Some of the necessary elements for forming this type of company are:

1. A distinctive name, different to any company already registered.
2. An address inside Costa Rica to serve as legal domicile for the company.
3. The object or purpose of the company, which should be as broad as possible.
4. The designation of a Board of Directors with a minimum of three people who may or may not be shareholders. It is up to the shareholders to identify and state the spectrum of attributions, general, universal, or any other powers that each of the board members will have within the company.

After registration, the Notary Public who practiced the constitution also has the obligation of legalizing the company’s books before the Ministry of Treasury. This last step is often forgotten by shareholders of small companies, but is very important for tax reasons.

It is not uncommon for attorneys to have “Sociedades Anonimas” already constituted and ready to sell. This is done by transferring the shares and changing the Board of Directors. Be aware that these changes must be recorded in the company’s books, and the new board of directors must also be registered in the mercantile division of the Public Registry.

Remember, every Costa Rican Notary Public has the legal obligation of informing you of every legal aspect concerning the constitution and life of the “Sociedad Anónima,” so be sure to ask about everything and anything, and don’t forget that as with every beaurocratic process, patience is a virtue.