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17 de October de 2023
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UNIFICATION OF CRITERIA ON THE APPOINTMENT OF PROSECUTORS IN CORPORATIONS

UNIFICATION OF CRITERIA ON THE APPOINTMENT OF PROSECUTORS IN CORPORATIONS UNIFICATION OF CRITERIA ON THE APPOINTMENT OF PROSECUTORS IN CORPORATIONS The business environment is constantly changing, and the regulations that affect business organizations are no exception to this evolution. One of the essential aspects of any business entity is how its governing and supervisory bodies […]

UNIFICATION OF CRITERIA ON THE APPOINTMENT OF PROSECUTORS IN CORPORATIONS

UNIFICATION OF CRITERIA ON THE APPOINTMENT OF PROSECUTORS IN CORPORATIONS

The business environment is constantly changing, and the regulations that affect business organizations are no exception to this evolution. One of the essential aspects of any business entity is how its governing and supervisory bodies are structured and regulated. In this context, Circular No. DPJ-012-2023, issued by the Directorate of the Registry of Legal Entities, seeks to establish uniform criteria for the qualification and registration of aspects related to the supervisory body and its appointment. The aim is to guarantee legal certainty and ensure that the registration publicity complies with the current regulations.

It is important to remember that corporations (sociedades anónimas) are legal structures with several corporate bodies, including the Shareholders’ Assembly, the Board of Directors, and the supervisory body. The latter plays a crucial role in overseeing the management and administration of the corporation, maintaining constant control throughout the life of the entity.

Regarding this supervisory body, its role is essential and ongoing in supervising the business and administrative management of the corporation. The prosecutor, who is part of this body, has the authority to oversee the corporation’s operations at any time and without limitation.

It is important to highlight that the aforementioned circular outlines various provisions related to this topic, with the most relevant for our understanding being the following:

  • In corporations, the supervisory body can consist of an individual prosecutor or a group of people (collegial body). Its creation and appointment must be recorded in the corporation’s founding document.

  • If a prosecutor resigns or is dismissed, the Board of Directors is responsible for appointing a replacement who will occupy the position for the remaining period or until a new election is held.

  • The registration qualification does not cover situations that occur outside the registration scope or in the internal operations of corporations, specifically issues related to paragraphs a) and c) of Article 196 of the Commercial Code, which prohibits the appointment of prosecutors in cases of individuals disqualified from exercising commerce, as well as spouses of administrators and blood or in-law relatives up to the second degree of consanguinity.

  • However, the registration qualification applies to paragraph b) of Article 196, which prohibits the appointment of prosecutors who already hold other positions in the corporation. If a document solely seeks to register the appointment of the prosecutor and violates this prohibition, the submission will be canceled, as it is considered an invalid and uncorrectable appointment. However, if the document includes other acts in addition to the appointment of the prosecutor and it is due to resignation or removal, the relevant defects will be noted instead of canceling the document entirely.

In summary, this unification of criteria seeks to ensure the integrity and legality of the registration entries in corporations.

If you would like more detailed information on the creation and registration of legal entities in Costa Rica, please feel free to contact us at the following email address: info@lexincorp.com.