Dealing with Costa RIca corporations while unable to act yourself

This post discusses your options and requirements if you have a Costa Rica corporation, will leave be unable to personally act for your corporation and are unsure of your options for dealing with the corporation. The inability to act for your corporation may arise through leaving the country, illness and so on. This post will assume that your corporation has 'no activity' (ie one that you likely have only for the sake of land ownership or the like). Your best option likely depends on considering 2 things 1) your level of certainty regarding if you will ever want to use the corporation again and 2) your level of or ability to trust in lawyers at your disposal (if you want to keep the corporation while in a foreign country).

STEP 1: Your level of certainty regarding if you will ever want to use the corporation in the future.

Option 1: Dissolve the corporation legally

This option will require you to arrange for processes similar to those when first registering the corporation. Consequently, you are likely to require a lawyer, especially one who is a notary. 

Benefits

• The corporation will be completely dead. You will therefore not need to meet any of the yearly requirements (listed below), even those that apply to corporations with no activity. 

Disadvantages

• You may need to hire a lawyer. CK
• It is likely the most costly option overall.

Option 2: Dissolve the corporation through abandonment

As the name suggests, you can literally abandon all responsibilities like a bad parent to a baby; never committing to even minimum yearly requirements  (listed below). Eventually, more specifically, after 3 years, the corporation naturally 'dies' or ceases to exist. However, if you choose to revive the corporation, you will need to pay a fine for unpaid fees in accordance with the D195 'Declaración Informativa'. The fees are calculated based on the current minimum annual wage for each year of abandonment. I think this fine applies for up to a maximum of 3 years. As at early 2023, the minimum yearly wage is CRC 480,000. On that basis, the fee after 3 years will equal CRC 480,000 by 3.

Benefits

• You do NOT need to hire a lawyer.
• If you are certain that you will never again want to use the corporation, this is the cheapest approach. (Beware, there are fines if you change your mind and choose to use the corporation years afterwards). 

Disadvantages

• If you change your mind later and want to revive the corporation, you must pay the fine (discussed in the introduction of this section).

STEP 2: Your level of trust or ability to trust a lawyer at your disposal (if you keep the corporation while unable to act on your own).

This step applies if you select option 2 above, ie to continue meeting the yearly obligations of the corporation despite your personal inability to do so. In this case, you will need to hire a trusted lawyer to act on your behalf under a power of attorney agreement. Request a 'Poder Generalísimo', ie a general power of attorney and make the necessary arrangements for that person to act on your behalf.

1. Find a lawyer that you trust to take 'Poder Generalísimo', ie power of attorney. This classification of power of attorney is the most expansive form of Power of Attorney (under Costa Rica's Civil Code 1253). It automatically allows the lawyer to act entirely on your behalf. In other words, it is somewhat unlike the US laws that allow you to specify aspects of control (like real property transactions, banking or other financial transactions, business operations, tax matters, etc). Don't worry, you can create limitations if you want but will need to expressly state them.
2. Go to a notary lawyer to prepare the formal record for the Registro Nacional that explains the agreement between your corporation (or you as a person), the 'grantor' aka 'poderante' and the lawyer as the 'agent' aka 'apoderado'. The record will explain that you as the grantor confers legal authority on the agent to act on your behalf. Notice the difference between you and your corporation as grantors. If the corporation is the grantor, the power is limited to the corporation (and not your personal affairs or property). Conversely, if you make your personal self the grantor, the agent will be able to act on behalf of not only the corporation but you personally because the corporation is one of your possessions. 
1. Optional. Expressly specify any limitations to the agent's power. Remember; the law grants automatic unlimited power otherwise. Example(s): real property transactions, tangible personal property transactions, banking or other financial institution transactions, business operating transactions, tax matters, personal & family maintenance, judicial processes, execute contractual or legal acts. 
3. Submit to that lawyer / agent everything that he or she needs to complete the tasks under his or her control. This includes legal documents for safe keeping. Example(s)
1. registration books
2. documents related to ownership
3. access (electronic or otherwise) to everything that the lawyer will need to complete the tasks
4. Establish payment methods between the lawyer and yourself 

More about the 'Poder Generalísimo' (third party article) 

CONTENT RELATED TO DEALING WITH COSTA RICA CORPORATIONS WHILE OVERSEAS

• More about the 'Poder Generalísimo' (third party article) 

• Yearly corporate requirements
• JANUARY: Peroneria (payable at any Banco de Costa Rica or competent bookstore (aka 'libreria') during January of each year, roughly CRC 70,000)
• JANUARY TO MARCH: 'Timbre de educacion y cultura' (payable at any Banco de Costa Rica or competent bookstore (aka 'libreria') January until 15th March (CK) each year, roughly CRC 5,000)
• MARCH: D101 form (online declaration of ownership and corporate assets via ATV) for the Ministerio de Hacienda (this page)
• APRIL registro de accionistas / declaration of owners for the Central Bank of Costa Rica due 1-30 April each year.
• APRIL: D195 form aka 'Declaración Informativa'