Already incorporated your company? Don’t forget your legal books
After incorporating a company, many people mistakenly believe that everything is complete. However, issuing the legal books is not just a legal requirement — it’s a key tool for protecting the company, its operations, and its members.
In our experience, issuing legal books is often overlooked until a specific procedure or request makes them urgently necessary.
What are legal books?
In Costa Rica, every commercial company — such as Sociedades Anónimas (S.A.) and Sociedades de Responsabilidad Limitada (S.R.L.) — is required to maintain legalized corporate books. These are:
- Shareholders’ Meeting Minutes Book: records important decisions made by shareholders, such as amendments to the articles of incorporation, appointments, asset acquisitions, or assumption of liabilities.
- Shareholders’ Registry Book: lists the owners of the company’s capital. Any change in ownership must be duly recorded in this book.
For Sociedades Anónimas (S.A.), an additional book is mandatory:
- Board of Directors’ Minutes Book: documents resolutions passed by the company’s managing body.
To be valid, these books must be duly legalized. Companies incorporated before August 2012 had to request a legalization number from the Tax Administration (Dirección General de Tributación) in a separate procedure. Since then, the National Registry (Registro Nacional) legalizes the books as part of the incorporation process, assigning the corresponding legalization number.
If your company operates in Costa Rica or the region, you may also want to explore our Latin American business law services and our presence in different countries in Latin America.
Why are they important?
Legal books play a crucial role because they:
- Facilitate administrative procedures: Required for property sales/acquisitions, registering changes with the National Registry, applying for financing, and more.
- Protect decisions and agreements: Properly documented resolutions can prevent future conflicts and provide legal support.
- Enhance corporate image: Being up to date reflects good governance and credibility before banks, suppliers, and investors, in line with international corporate governance standards.
- Legal obligation: The Commercial Code requires their existence and regular updating.
For companies expanding or nearshoring to Latin America, maintaining updated legal books is part of a broader strategy of compliance and risk mitigation supported by firms like GLC Legal.
What types of books are there?
Physical format
- Letter size.
- Maximum 200 pages.
- Legalization number must be noted on the first page.
Digital format
- Must identify the book type and volume on the first page.
- Legalization number must also appear on the first page.
- Must be signed using a certified digital signature authorized by Costa Rica’s Government Digital platform.
Common mistakes
Some of the most frequent mistakes related to legal books include:
- Not issuing the legal books.
- Not numbering or labeling the pages properly.
- Failing to record changes in shareholders or relevant resolutions.
- Leaving blank spaces.
- Omitting signatures or the legalization number.
Such omissions can delay transactions, financing, and corporate procedures, and may pose risks during audits or due diligence processes.
Practical recommendations
To keep your legal books in order, we recommend:
- Make sure the books are issued upon incorporation.
- Promptly register key agreements.
- Keep the books in a secure yet accessible location.
- Consult your legal advisor if in doubt.
Legal books are not just a formality. They are part of your company’s documentary DNA.
Not sure if your books are complete or up to date? At GLC, we can help.
Author: Estefanía Brenes
If you need a detailed review of your company’s legal standing or support for corporate governance and compliance in Latin America, you can contact us here.
