In the commercial sphere, the notary is often perceived as a mere certifier of signatures or a drafter of pre-established deed templates. However, the notary’s role in the pre-cartular stage of notarial practice is far more technical and rigorous. A notary is, above all, an advisor and guarantor of legality: a legal professional who exercises a public function delegated by the State to ensure that the acts and contracts entering the legal system comply with current regulations. For this reason, the notary must have thorough knowledge of the applicable rules governing any acts and contracts to be executed. From a corporate perspective, the notary accompanies each stage of a company’s lifecycle.
This preventive and supervisory dimension becomes particularly relevant in today’s context, in which business activity has become more dynamic, digital, and transnational. Recent reforms to the Commercial Code, along with the National Registry’s digitalization processes, demand even greater precision and responsibility from notaries. As a result, the notary not only authenticates documents but also protects the validity and transparency of the corporate system.
Notarial Intervention in Corporate Life
The notarial function permeates every stage of a company’s existence:
- Incorporation
- Development
- Modification
- Dissolution
- Liquidation
At each stage, the notary ensures the legality of the proceedings and the protection of the parties involved.
Incorporation and Bylaw Amendments
The notary is the first filter of legality in the creation of a company. They must verify the capacity of the founding partners, the authenticity of their identities, the validity of powers of attorney, and the conformity of the corporate charter with the Commercial Code. During bylaw amendments or appointments, the notary must ensure that the resolution was duly adopted in accordance with the quorum requirements and that each party appears with the proper legal authority. When an act is ineffective or contrary to law, the notary must refrain from authorizing it, as established in Article 7(d) of the Notarial Code.
Minutes, Certifications, and Testimonies
Notarial activity also includes the reproduction and certification of corporate documents. Articles 110, 114, and 120 of the Notarial Code set out the form in which certifications and testimonies must be issued, stating expressly that they are made under the notary’s responsibility. Each certification of minutes, appointments, or assembly resolutions implies affirming that the act exists, that it was validly adopted, and that its contents match the original. Negligence in this phase can produce serious consequences, including:
- Improper registrations
- Financial harm to partners or third parties
- Activation of the professional liability regime
Dissolution and Liquidation
In a company’s final stage, the notary oversees the legality of its dissolution, the appointment of the liquidator, and the liquidation of its assets. Again, the notary’s function is to prevent defective or legally unsupported acts from entering the legal system, thereby ensuring transparency and the protection of creditors and partners.
Responsibility and Mandatory Notarial Insurance
Article 15 establishes that notaries are responsible for failure to fulfill their duties, and Article 16 provides for compensation of damages through the required insurance or guarantee. With the reform introduced by Law 10,057, the system shifted from a collective fund administered by the National Notarial Directorate to an individual mandatory insurance policy.
Article 4(g) now expressly states that those who are not up to date with their insurance premiums may not practice. The legislator’s intention was clear: to strengthen public trust in the notarial institution by providing real protection to users in cases of potential harm.
In the corporate context, where notarial activity directly affects the assets of individuals and companies, this measure reinforces the notion of preventive legal security, a central pillar of the Costa Rican model.
The Notary in the Digital Era
Costa Rican notaries are currently experiencing a structural transformation. The emergence of information technologies and the digitalization of public services, particularly the National Registry, the Digital Window system for filing procedures, and the use of certified digital signatures, have reshaped notarial processes and challenges.
The Law on Certificates, Digital Signatures, and Electronic Documents introduced the concept of electronic public faith, granting full legal validity to digitally signed instruments. Therefore, the Costa Rican notary must master not only substantive law but also the technological processes that ensure the integrity and authenticity of digital documents.
Today, nearly all registry procedures, such as incorporation of companies, cancellation of liens, appointments, and removals, are processed electronically through the Digital Window System (SVD). This has transformed notarial practice into an increasingly technological and remote activity, but also a more demanding one: digital errors carry the same legal weight as physical ones, and electronic traceability requires maximum precision.
The National Notarial Directorate has acknowledged this new reality through directives promoting the progressive implementation of the digital notarial file and the mandatory use of electronic means for submitting indexes and documents. Consequently, the 21st-century notary must be, in addition to a jurist, a trusted digital manager.
One of the most significant developments in the corporate field in recent years has been the acceptance of virtual assemblies. Although the Commercial Code did not expressly regulate them, Law No. 10086 (2021) and National Registry guidelines confirmed their validity, provided that participant identity and the simultaneity of communication are ensured.
In this new landscape, the notary’s role is essential, fulfilling a dual function:
- A technological certifier, who validates the authenticity of the digital means used
- A legal guarantor, who ensures the act complies with principles of transparency and legality
Thus, notarial presence, whether virtual or deferred, remains the cornerstone of legal certainty in corporate decision-making, preventing digitalization from eroding the reliability traditionally provided by public instruments.
Looking ahead, the challenge will be balancing technological efficiency with legal security. The notary will not disappear in the face of automation; instead, they will evolve into a guarantor of legality in electronic environments, a trusted translator between the legal and digital realms.
The Costa Rican notary public is much more than a drafter of deeds or templates: they are a legal control agent acting on behalf of the State to safeguard legal security.
In the digital era, their role is renewed: public faith now extends to electronic platforms, authentication systems, and digital files. The trust historically placed in handwritten signatures and embossed seals now shifts to certified digital signatures and electronic traceability systems, without losing its essence.
The notary, therefore, remains, and increasingly will be, the guardian of the law at the threshold of technology: a guarantor of legality who, amid digital transformation, keeps the light of legal certainty shining.
Author: Lic. Diego Elizondo
For more information on this subject or other corporate matters, you may write to diego@glclegal.com or visit the contact page and send us a message.
