Are The Corporate Address And The Resident Agent Important?

by Quatro Legal Corporate Team | Jan. 8, 2024 | Article, Corporate

It is very common for expats and investors to come to Costa Rica create a company and not know where the corporate address is located and who is their resident agent along with its important. Both of this corporate requirements are important as they comply a role and serve a function outside of also being a legal requirement that foreigners need to meet when setting their corporation. Therefore, below we include a brief explanation on the matter.

THE CORPORATE ADDRESS: The corporate address is important for a company operation and existence and must be accurate and current. Often, foreign nationals are not fully informed of the importance and purpose of the address designated in the bylaws as the corporate domicile when they purchase or create a corporation for investment or real estate purposes. Often, they are not even aware of this address, which can create unwanted contingencies. The Costa Rican Commercial Code establishes as a legal requirement that all corporations registered in the Public Registry of Costa Rica must have a corporate domicile. The corporate domicile must be accurate and current and located within Costa Rican territory. Moreover, it must be sufficient for the delivery of notices.

For all corporations, but especially for those that operate businesses or own property, this requirement serves the practical purpose of ensuring receipt of any notice or communication issued by a legal or administrative entity, such as court or arbitration resolutions, tax or municipal claims or requirements, etc. According to the Judicial Notifications Act, if a notice, claim or resolution is served at the corporate domicile, it will be considered duly served and the process will move forward even if the stockholders or representatives are unaware of it. Always make sure that the address designated as the corporate domicile is accurate, current and that it corresponds to an address where you will be informed of any notices or communications.

THE RESIDENT AGENT: Another important requirement for some corporations and registration purposes is the appointment of a resident agent. This applies only to corporations whose legal representatives do not reside in Costa Rica. A corporate resident agent must be an attorney, have an office in Costa Rica and have sufficient powers to receive and respond to legal and administrative notices. In most cases, when court or administrative resolutions or orders cannot be delivered to the corporate domicile because the representatives do not reside in Costa Rica, it will be delivered to the resident agent recorded in the Public Registry of Costa Rica. It is a legal obligation of the resident agent to take the necessary measures to communicate receipt of the notice to the corporation, its legal representatives or stockholders. In conclusion, if none of the representatives resides in Costa Rica, you need to appoint a resident agent you can trust.

Remember to inquire and be clear on these points, it can help you avoid headaches and legal contingencies. If you want to know more about these matters, please fill out the courtesy e-meeting form at the bottom. We will be glad to assist you!

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