Under Costa Rica law, several types of powers of attorney can be granted to allow one person to represent another. Although the term includes the word attorney, these powers can generally be granted to any individual and not only to a lawyer. There are, however, certain powers that may only be granted to lawyers so they can represent clients before the courts.
The most basic form is the special power of attorney. This type is issued for very specific acts. The law requires that it clearly state exactly what the representative is authorized to do, and that person cannot go beyond those limits, even if an additional act appears to be a logical extension of the authority granted.
The next level is the general power of attorney. This allows the representative to manage the affairs of the person granting the power, but only for acts of administration and not acts of disposition. In practice, this means the representative can rent out property, collect rent, sign service forms, and carry out other routine actions needed to properly manage the principal’s affairs.
This type of power can also be limited to one or a few specific matters, such as a single property. It must be registered in the Public Registry so that anyone can verify that it is valid, check whether it has expired, and review any limitations. This also gives third parties confidence that they are dealing with the proper representative.
The highest level is the generalísimo power of attorney. This must also be registered and covers all aspects of the principal’s estate. With this authority, the representative can act almost as if the principal were acting personally. That includes buying, selling, mortgaging, and carrying out any other act the principal could legally perform.
There is also a distinct type of authorization used specifically for shareholder meetings in Costa Rica’s two main corporate structures: the sociedad anónima and the sociedad de responsabilidad limitada. This authorization is known as a carta poder, or power of attorney letter. It is not, strictly speaking, a formal power of attorney. Instead, it is a simple letter authorizing a representative to vote a shareholder’s shares at a meeting.
Until now, the carta poder has been recognized under Costa Rica’s Commercial Code. That will change, however, because it has been removed from the law, and the change takes effect on March 16, 2026.
The importance of these authorizations, especially the special power of attorney and the carta poder, becomes clear when decisions made at a shareholder meeting must later be registered. In those cases, the law requires that the power of attorney be granted before a notary public and entered into a special ledger known as the protocolo. If the power is not granted in this form, any agreements reached at the shareholder meeting could be declared null and void.
For that reason, shareholders in these types of corporations should make sure that any powers granted to representatives meeting and voting on their behalf comply fully with legal requirements. Otherwise, the company could face problems later with the validity of the decisions approved at the meeting.
About
Lic. Jorge Montero B. is an attorney and Notario Público educated in the United States and Costa Rica. He holds postgraduate degrees in Criminal, Commercial, Environmental, and Agrarian Law from the University of Costa Rica and has more than 30 years of experience in litigation, contracts, and legal counsel.
Email: acmbalaw@gmail.com
Tel: (506) 8384-2246
WhatsApp: (506) 8384-2246
