by Manfred Peters, GM Attorneys at Law
A recent reform to the Costa Rican Commercial Code (Law No. 10686, published on May 26, 2025, in La Gaceta) provides a new alternative for shareholders to convene assemblies. If company administrators fail to call a shareholders’ assembly within 15 business days of receiving a valid written request, shareholders may now turn to a Public Notary to initiate the process without the need to go through a judge.
This reform introduces three new paragraphs to Section 161 of the Commercial Code and complements Sections 155, 159, and 160. It allows shareholders representing at least 25% of the company’s capital or, in specific cases, even a single shareholder to request an assembly, particularly when no assemblies have taken place for two consecutive years or prior assemblies failed to address required matters.
Key Highlights of the Reform:
- Notary involvement: If administrators fail to convene an assembly, shareholders may request a Public Notary to do so under the same conditions previously required to seek judicial intervention.
- Verification step: The notary must consult the company’s internal comptroller “fiscal”, who has five business days to confirm whether the conditions for a shareholders’ assembly are met.
- Silence equals approval: If the comptroller does not respond within that timeframe, the notary is automatically authorized to proceed with the call.
- Publication requirement: The call must comply with the company’s bylaws and be published in the official newspaper La Gaceta at least 15 business days in advance, unless the bylaws specify a longer notice period.
- Documentation: The notary is required to open and maintain an independent file recording all steps taken, ensuring traceability and legal certainty.
- Non-blocking mechanism: The notary’s actions cannot be blocked by the fiscal. Furthermore, notifying the fiscal of the assembly does not suspend or delay the process.
- Due notice: Whether convened by a judge or notary, all shareholders must be properly informed of the date, time, and place of the assembly.
This reform reinforces corporate governance by giving shareholders a practical and efficient mechanism to safeguard their rights when directors fail to act. By allowing notaries to play a direct role in convening shareholders’ assemblies, Costa Rica promotes transparency, legal security, and timely decision-making, particularly relevant for foreign investors and stakeholders in local companies or real estate ventures.
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