Pertinent Legal Basis

Pursuant to Article 18 of the Code of Commerce, the corporation charter of every commercial company must contain:

1. Place and date that the contract took place.
2. Name and surname, nationality, profession, marital status and address of the natural persons that form the company.
3. Name and company name of the artificial persons that are involved in the founding the company.
4. Type of company that is constituted.
5. Objective that is pursued.
6. Company or trade name or denomination.
7. Duration and possible extensions.
8. Total capital stock and the manner and term in which it must be paid.
9. Expressly state the contribution of each partner in monetary value, goods or in any other values. When the contribution values are not in legal tender, they must be given and consigned in the corresponding monetary assessment. If due to negligence or bad faith a higher valuation to the real one is established, the partners have to jointly and severally answer to the third parties for the excess of the assigned value and for the resulting damage and prejudicial consequences. The same responsibility will be assigned to those partners who due to negligence or bad faith do not effectively make real the contributions consigned as made in cash.
10. Address of the company; it has to be an actual and true address within the Costa Rican territory, where it can be effectively notified.
11. Administration method and authority of the administrators.
12. Designations of the administrators, with an indication of those who will have the representation of the company with their letter of acceptance, if applicable.
13. Name of the resident agent, who complies with the following requisites: is an attorney, has an office operating in the national territory, possesses sufficient capacity to receive judicial and administrative notifications in the name of the company, when the company does not have any representatives living in the country. The Registry will not record any of the documents relative to the company, if in the cases where it is necessary; the designations are not in force.
14. Method of preparation of the balances and distribution of the profits or losses among the partners. 
15. Stipulations on legal reserves, when appropriate.
16. Cases when the company will be prematurely liquidated.
17. Basis to carry out the liquidation of the company.
18. Method to proceed in the election of the liquidators, when they have not been previously designated and capacities that have not been conferred.
19. Whichever other convention to which the founders consented.