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.
We at GM Attorneys will be pleased to help you with legal matters in Costa Rica! You can contact us at info@gmattorneyscr.com or visit our website and blog section at https://gmattorneyscr.com/blog/
https://gmattorneyscr.com/
