Costa Rica has enacted Law No. 10840, introducing amendments to the Commercial Code that significantly modify the rules governing representation at shareholders’ and partners’ meetings in corporations (Sociedades Anónimas) and limited liability companies (Sociedades de Responsabilidad Limitada).

The reform forms part of a broader effort to align corporate governance practices with formal mandate rules under the Civil Code.

Key Change

The law eliminates the use of informal “proxy letters” as a valid mechanism for representation.

Historically, shareholders or partners could appoint a representative through a simple written proxy signed before witnesses. This practice is no longer legally recognized.

New Representation Requirements

Following the reform, representation must be granted through a formal power of attorney, including:

• Special powers of attorney
• General powers of attorney
• Broad (full) powers of attorney

Such mandates must comply with applicable legal formalities, which may include notarization and, where relevant, apostille requirements.

Scope and Application

The new rules apply to all companies governed by the Commercial Code. The law also provides specific considerations for:

• Micro, small, and medium-sized enterprises (SMEs) registered with the Ministry of Economy, Industry and Commerce (MEIC)
• Small and medium agricultural producers (PYMPAS) registered with the Ministry of Agriculture and Livestock (MAG)

Effective Date

Law No. 10840 entered into force on 16 March 2026.

Key Compliance Implications

Companies should anticipate:

• Invalidity of representation based on informal proxy letters
• Increased formal requirements for meeting participation via representatives
• Potential delays or challenges where proper powers of attorney are not in place