Under Costa Rican law, several types of corporations exist, with the most formal and widely used being the Sociedad Anónima (S.A.), or “Anonymous Society.” Historically, this structure allowed shareholders to remain anonymous by not disclosing their names in company records, holding shares in secret. However, modern regulations require shares to indicate the owner’s name, and company books must reflect share ownership. Additionally, corporations must report the ultimate beneficial owners to the Central Bank of Costa Rica.
Importance of Shareholder Meetings
In a Sociedad Anónima, which typically includes the largest and most formal companies holding significant assets, critical decisions are made by shareholders during shareholder meetings. These meetings are pivotal, as they reflect the collective will of the company’s owners. Decisions made can include:
- Approving budgets and expenses
- Modifying the company’s structure
- Appointing or removing officers
- Buying or selling company assets
- Closing businesses or liquidating the company
- Increasing the number of company shares
- Other essential corporate matters
Given their importance, the rules governing how these meetings are called are critical. If a meeting is legitimately called but some shareholders are unaware of it, those present could make decisions that harm the interests of absent shareholders, potentially causing significant financial or corporate damage.
Legal Changes
In May 2025, Costa Rica introduced significant changes to the laws governing how shareholder meetings are called. Previously, if shareholders felt a meeting was necessary to address critical issues but were ignored by company officers—a common occurrence—they could petition a judge to call the meeting. This process was slow, costly, and complex.
The new law shifts this responsibility to a Costa Rican Notario Público, a lawyer with notary powers distinct from a U.S. Notary Public. This change allows the process to be completed more efficiently, bypassing the lengthy judicial procedure.
Benefits and Challenges
The updated law offers several advantages:
- Faster Process: Shareholders can now expedite meetings when corporate officers are unresponsive or unwilling to call them, enabling quicker resolution of critical issues.
- Increased Accessibility: The involvement of a Notario Público reduces costs and complexity compared to judicial proceedings.
However, this change also presents challenges. Shareholders with malicious intent could exploit the streamlined process to call meetings without notifying all shareholders, potentially harming the corporate interests of those excluded.
Recommendations for Shareholders
To protect their interests, shareholders in a Sociedad Anónima must:
- Familiarize themselves with the company’s bylaws and procedures for calling shareholder meetings.
- Stay vigilant to avoid being excluded from critical meetings.
- Ensure compliance with legal requirements to prevent unauthorized or harmful decisions.
By understanding these corporate stipulations, shareholders can safeguard their financial and corporate interests against unexpected or unwanted meetings.
About the Author
Lic. Jorge Montero B. is a highly experienced attorney educated in the U.S. and Costa Rica. He holds multiple specialties and master’s degrees in criminal, Commercial, Environmental, and Agrarian Law from the University of Costa Rica. With over 30 years of experience in litigation, contracts, and legal counsel, he provides expert guidance on corporate matters.
- Email: acmbalaw@gmail.com
- Phone/WhatsApp: (506) 8384-2246
