Commercial CodeCódigo de Comercio

Contracts between merchants are presumed to be acts of commerce, unless proven otherwise.

Acts that are mercantile for only one of the parties shall be governed by the provisions of this Code.

Regarding the application of usages and customs, local ones shall prevail over national ones; national ones over international ones; and special ones over general ones.

Anyone invoking a custom must prove its existence, for which all types of evidence are admissible.

BOOK ONE

Of Merchants

• a)Persons with legal capacity who carry out acts of commerce in their own name, making it their habitual occupation; b) Individual limited liability enterprises (empresas individuales de responsabilidad limitada); c) Companies formed in accordance with the provisions of this Code, regardless of their corporate purpose or the activity they carry out; d) Foreign companies and their branches and agencies that carry out acts of commerce in the country, only when they act as distributors of products manufactured by their company in Costa Rica; and e) Central Americans who engage in commerce in our country.

(Thus amended by Article 1 of Law No. 4625 of July 30, 1970)

(Thus amended the preceding paragraph by Article 219, subsection 4) of the Contentious Administrative Procedure Code, No. 8508 of April 28, 2006, in the sense that references to the participation of the Office of the Attorney General of the Republic in non-contentious judicial activities are eliminated) Those cases in which the rights of the minor or incapacitated person refer to a company are exempted from this provision, in which event the provisions specifically set forth in the Chapter on Companies shall apply.

• a)Those deprived of that right by judicial sentence; b) Those who are subject to insolvency proceedings (concurso), when the opening of the liquidation phase has been ordered or they have been removed from the administration of their assets.

(Thus amended the preceding subsection by Article 74 of Law No. 9957 of April 14, 2021, "Costa Rican Insolvency Law" (Ley Concursal de Costa Rica)) c) Public officials whom the law prohibits from such exercise.

Foreigners may engage in commerce in the national territory, provided they have established themselves permanently in the country, with residency of no less than 10 years, subject to the legal regime and the jurisdiction of the courts of the Republic, except as stipulated on this matter in international treaties or conventions.

Regarding foreign companies, the provisions of this Code shall apply.

(Thus amended by Article 1 of Law No. 4625 of July 30, 1970)

Of the Individual Limited Liability Enterprise (Empresa Individual de Responsabilidad Limitada)

Legal persons may not form or acquire enterprises of this nature.

For income tax purposes, the owner of individual enterprises shall include in their personal tax return the taxable income from each one of them.

• a)The name of the enterprise, to which the expression "Empresa Individual de Responsabilidad Limitada" or the initials "E.I.R.L." must be prefixed or added. The use of the name or part of the name of a natural person as a distinctive sign is prohibited; b) The domicile of the enterprise, indicating whether it is authorized to open agencies or branches, within or outside the country; c) The initial capital, to which the provisions of Articles 18, subsection 9), and 32 of this Code shall apply, as pertinent; d) The corporate purpose to which the enterprise will be dedicated. The enterprise may not engage in any activity other than that stated in the deed; e) The duration of the enterprise, indicating the date on which it is to begin operations. If this information is omitted, it shall be understood, for all purposes, that it begins operations at the time it is registered in the Public Registry; and f) The appointment of the manager, who may serve for the entire duration of the enterprise or for periods to be specified in the deed.

The manager may or may not be the owner of the enterprise; they shall have the powers of a generalissimo attorney-in-fact (apoderado generalísimo) and may not substitute their mandate, unless authorized by the deed; however, they may grant judicial powers of attorney.

The assets of the enterprise shall be used to pay the credits. If a creditor whose credit is recorded in the books of the enterprise does not appear, the amount thereof shall be deposited in a bank to the order of the absent creditor. After four years have elapsed from the day of publication without the interested party having claimed the deposited sum, their right shall prescribe in favor of the owner of the liquidated enterprise. The same procedure shall be observed when the enterprise is liquidated because its term has expired.

9957 of April 14, 2021, "Costa Rican Insolvency Law" (Ley Concursal de Costa Rica))

Of Companies

• a)The general partnership (sociedad en nombre colectivo); b) The simple limited partnership (sociedad en comandita simple); c) The limited liability company (sociedad de responsabilidad limitada); and d) The corporation (sociedad anónima).

• 1)Place and date of execution of the contract; 2) Full name, nationality, profession, marital status, and domicile of the natural persons forming it; 3) Corporate name or trade name (razón social) of the legal persons participating in the formation; 4) Type of company being formed; 5) Corporate purpose it pursues; 6) Trade name or corporate name (razón social o denominación). In the case of a corporation (sociedad anónima) or a limited liability company (sociedad de responsabilidad limitada), instead of a trade name or corporate name, the National Registry shall assign, officially and automatically, at the time of registration, the legal identification number; except as provided in special laws.

(Thus amended the preceding subsection by Article 1 of Law No. 10729 of May 13, 2025) 7) Duration and possible extensions; 8) Amount of the corporate capital and the manner and term in which it must be paid; 9) Statement of each partner's contribution in money, goods, or other values. When values other than money are contributed, they must be assigned and recorded with the corresponding valuation. If, through fault or fraud, a valuation higher than the true value is set, the partners shall be jointly and severally liable to third parties for the excess value assigned and for any resulting damages and losses.

The same liability shall apply to partners through whose fault or fraud contributions stated as paid in cash were not made effective; 10) Domicile of the company: this shall be a current and certain address within the national territory, where notifications may be validly delivered. Additionally, an electronic address must be recorded, through an email account that guarantees receipt of the notification in progress, for receiving notifications from administrative and jurisdictional authorities.

(Thus amended the preceding subsection by Article 1 of the Law to establish email as a means of notification for mercantile companies, No. 10597 of November 5, 2024) 11) Form of administration and powers of the administrators; 12) Appointment of the administrators, indicating those who shall have the representation of the company, with their acceptance, if applicable; 13) (Repealed by Article 4 of the Law to establish email as a means of notification for mercantile companies, No. 10597 of November 5, 2024) (Thus added the preceding subsection 13) by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990) 14) Method of preparing balance sheets and distributing profits or losses among the partners; (Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 13 to the current 14) 15) Stipulations regarding the legal reserve, when applicable; (Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 14 to the current 15) 16) Cases in which the company is to be dissolved before the expiration of its term; (Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 15 to the current 16) 17) Basis for carrying out the liquidation of the company; (Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 16 to the current 17) 18) Procedure for electing the liquidators, when they have not been designated in advance, and the powers conferred upon them; and (Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 17 to the current 18) 19) Any other agreement consented to by the founders.

(Thus renumbered the preceding subsection by Article 8 of the law approving the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, which transferred it from the old subsection 18 to the current 19)

Upon the declaration of the non-existence or nullity of the incorporating act, the dissolution and liquidation of the company shall proceed without retroactive effect.

Any partner may manage the registration of the deed, and if they prove their activity in that regard, their liability shall cease, as far as they are concerned, from the moment they initiated formal procedures for registration.

Partners have the same right for the purpose of proving the contract among themselves.

Violators of this provision, apart from any civil liability they may incur, shall be sanctioned with the penalties established in Articles 281 and 282 of the Penal Code, depending on the circumstances.

(*) (Sinalevi Note: The cited criminal types referred to the crimes of defrauding (Art. 281) and similar conduct (Art. 282), which were included in Penal Code No. 368 of August 21, 1941, repealed in 1970 by Penal Code No. 4573 of May 4, 1970. Said conduct currently corresponds to those indicated in Articles 216 (Fraud/Estafa) and 217 (Swindling/Estelionato) of the aforementioned Penal Code)

Likewise, partners shall have the right to examine the documents and contracts of those transactions involving the acquisition, sale, mortgage, or pledge of company assets representing a percentage equal to or greater than ten percent (10%) of its total assets. If the exercise of this right is unjustifiably obstructed, the judge, at the request of the interested party, shall order the examination of books and documents so that the party may obtain the data they need.

Likewise, at the request of the partner or partners representing at least ten percent (10%) of the corporate capital, the judge shall order an audit of the company in accordance with the International Standards on Auditing (ISAs/NIAS), at the expense of the applicants. This percentage may be reduced in the bylaws.

The judge shall appoint a certified public accountant or a firm of certified public accountants for this purpose and shall prudentially set the amount of their fees, which shall be deposited prior to the appointment and disbursed as ordered by the judge. Participants in a joint venture (cuenta en participación) shall have the same rights with respect to the manager.

For entities authorized by the General Superintendency of Securities (Sugeval), whose securities have been registered in the National Registry of Securities and Intermediaries, it shall be presumed that the information proving the state of the company is that of a public nature disclosed by its administrators, according to the requirements established by the General Superintendency of Securities (Sugeval).

(Thus amended by Article 1 of the Minority Investor Protection Law (Ley de Protección al Inversionista Minoritario), No. 9392 of August 24, 2016)

Dividends may not be paid, nor distributions of any kind made, except from realized and liquid profits resulting from a balance sheet approved by the shareholders' meeting.

If there is a loss of corporate capital, it must be replenished or legally reduced before making any distribution or allocation of profits.

The administrators shall be personally liable for any distribution made in contravention of the foregoing.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

Any stipulation to the contrary shall be null and void.

Partners may not be obliged to increase the agreed contribution or to replenish it in case of loss, unless otherwise agreed.

An industrial partner shall be assigned, for their work, a sum that bears relation to the cooperation provided, but it shall never be less than the agreed wage for work of that nature, taking into account the place where that personal cooperation is provided. In any case, the industrial partner shall enjoy the rights stipulated in the Labor Code.

• a)By means of contributions.
• b)By capitalizing reserves and special funds appearing on the balance sheet.

Increases in corporate capital shall observe the same rules as in the constitution of the company.

Companies are prohibited from constituting or increasing their capital through reciprocal subscription (suscripción recíproca) of equity interests, even through an intermediary.

Companies may not invest, in whole or in part, their own capital in equity interests of the company that controls them, or in other companies subject to the same control.

Any capital increase violating these provisions shall be deemed not to have been effected, without prejudice to any action for liability that may be brought against the administrators.

(Thus amended by Article 2 of the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990)

• a)By means of reimbursement to the partners or the release of their pending obligations for contributions.
• b)By absorbing losses.

The capital reduction shall not affect third parties until three months after its third publication in the official newspaper La Gaceta.

During that term, any creditor of the company may object to the capital reduction if they prove that it causes them harm.

The objection shall be processed through the procedure for interlocutory matters.

The Public Registry shall not register resolutions that contravene the provisions of this article and the preceding one.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

If it consists of credits or other values, the company shall receive them, with the understanding that they must be collected at maturity, and if this does not occur, it shall return them to the partner who contributed them, with the requirement that they must pay the contribution in money within a term to be set by the company, which shall not be less than one month. If they fail to make payment within that period, they shall be excluded from the company, and any partial delivery they have made shall remain in favor of the company as liquidated damages. If the contribution consists of movable or immovable property, the transfer must be final and firm, without any liens or limitations other than those existing when they were offered as a contribution, which have been accepted by the other partners. If the contribution is the exploitation of a trademark, a patent, a national or municipal concession, or another similar right, it must be stated whether only the use or exploitation thereof is being contributed, with the partner retaining their status as owner, so that it is returned to them at the expiration of the term stipulated in the contract, or if, on the contrary, the transfer is definitive in favor of the company. If there is silence on this matter or the contract is not sufficiently clear, it shall be understood that the transfer has been made totally and definitively to the company. If the contribution consists of personal work or knowledge, the terms and conditions under which they will be placed at the disposal of the company must be stipulated.

The declaration of withdrawal must be communicated to the company by certified letter or by another easily verifiable means, by the partners who participated in the meeting, within five days following the registration of the resolution in the Mercantile Registry.

The right of withdrawal may also be exercised by a partner who proves:

• a)That the company, despite having profits for two consecutive periods, did not distribute at least ten percent (10%) in cash dividends in each period.
• b)That it has changed the line of its activity in a way that causes them harm. In these cases, the action prescribes one year after the cause has arisen.

For the purposes of exercising the right of withdrawal, the shares of the withdrawing partner must be deposited in a financial or banking institution, or in a central securities depository, as of the notification established in the second paragraph of this article.

The value of their shares shall be reimbursed to the withdrawing partner within a maximum term of sixty days, counted from the notification to the company, in cash.

Any agreement tending to obstruct, limit, or exclude the right of withdrawal is null and void.

(Thus added by Article 6 of Law 7201 of October 10, 1990)

• a)The obligation that any transaction of the company involving the acquisition, sale, mortgage, or pledge of its assets with the general manager, any member of the Board of Directors, or related parties to these, must be previously reported to the Board by the person involved in the transaction, providing all relevant information about the interest of the parties in the transaction.

Said person must recuse themselves from the decision-making regarding the transaction in question.

Regarding the concept of related parties to the manager or Board members, the criteria for identifying influence and interest relationships between persons and entities, established by executive decree issued by the Ministry of Economy, Industry, and Commerce (MEIC) at the proposal of the National Council for Supervision of the Financial System (Conassif), must be considered, taking into account the International Financial Reporting Standards (IFRS/NlIF) adopted by the competent body.

• b)The approval of the Board of Directors or equivalent body, as a prerequisite for the execution of those transactions involving the acquisition, sale, mortgage, or pledge of assets of the issuing company that represent a percentage equal to or greater than ten percent (10%) of its total assets. The determination shall consider the total assets at the close of the month prior to the transaction, according to the financial statements.
• c)The obligation to disclose, in the report on the results of the fiscal year submitted by the administrators, in accordance with the provisions of Article 155 of this Code, the transactions referred to in the preceding subsection.

In the case of micro, small, and medium enterprises (mypimes), according to the classification of the Ministry of Economy, Industry, and Commerce (MEIC), as well as for all those companies that do not list their securities on the stock exchange, said disclosure shall be in the terms established by the MEIC through executive decree, and for companies that list their securities on the stock exchange, said disclosure must comply with the regulations issued by Conassif, as applicable.

(Thus added by Article 3 of the Minority Investor Protection Law (Ley de Protección al Inversionista Minoritario), No. 9392 of August 24, 2016)

Of General Partnerships (Sociedades en Nombre Colectivo)

This circumstance does not limit the liability of the separated partner, which shall be maintained as long as their name appears in the trade name.

Nor may they interest third parties in any way in the company without that consent.

The signature of all partners binds the company.

To substitute the mandate, it is essential that the articles of incorporation authorize it or that all partners expressly consent to it. However, the administrators may appoint judicial attorneys-in-fact.

But if their names appear in the trade name, the company shall bear the consequences of acts performed in its name with third parties in good faith, without prejudice to the actions that may lie against the partner who has acted without right.

In any case, the appointment shall be made by unanimous vote.

However, despite the use of the company signature, commitments arising from operations notoriously foreign to its corporate purpose and its usual commerce shall not produce effects against the company.

Consent shall be presumed granted if such businesses were of public knowledge, prior to the incorporation of the company, and the partners had not stipulated anything in this regard. The company may exclude partners who contravene this provision, or else take over the business or demand that the partner deliver to it the profit obtained in the operations already executed, all without prejudice to compensation for any damage caused to the company.

As the owner of that interest, they shall only have the right to receive the corresponding dividend and to be paid the amount of their interest when the company is liquidated. When the agreement provides that the company shall continue with the heirs of the deceased partner, the agreed provisions shall govern, but it shall be indispensable that the heirs expressly accept forming part of the company.

The company may not be extended unless the heirs who do not wish to form part of it are paid what is due to them for capital and profits or dividends, as of the date of the expiration of the company term.

If there are three or more joint administrators, they must proceed in accordance with the majority vote and abstain from executing acts or contracts that have not obtained it. If the act or contract is executed despite the opposition or lack of a majority, it shall produce all its effects with respect to third parties in good faith, and the administrator who entered into it shall be liable to the company for the damages caused to it.

The assignment or substitution made contrary to the foregoing is absolutely null; d) Exploiting, on their own behalf or on behalf of another, the same branch of activities of the company, and conducting, without the consent of all partners, particular operations similar to those included in the corporate purpose of the company; and e) Having an interest as a partner with unlimited liability in other companies that have the same corporate purpose, and conducting operations on behalf of them or of a third party in the same branch of commerce, without the consent of the other partners. This consent is presumed if the interest in another company, or the operations referred to, existed with the knowledge of the other partners prior to the incorporation of the company and it was not stipulated in the articles of incorporation that they should cease.

9957 of April 14, 2021, "Ley Concursal de Costa Rica") d) Death of one of the partners. It may be agreed, however, that this event does not terminate the company, and that it continues with the remaining partners or with the heirs. For it to continue with the heirs, their acceptance shall be necessary, as indicated in Article 49; e) Merger with another company; and f) Prematurely, by unanimous consent of the partners.

Of the Limited Partnership (Sociedad en Comandita)

en C." The limited partner (comanditario) who consents to their full name appearing in the company name shall be considered, for legal purposes, as if they were a general partner (socio comanditado).

(As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") But if there are several general partners (socios comanditados) and the case was provided for in the articles of incorporation, the company may continue under the administration of the other partners, the company name being modified, if applicable.

If they proceed contrary to this provision, they shall be jointly and severally liable to third parties for all losses and obligations of the company arising from their administrative management. When a limited partner (socio comanditario) manages on behalf of the company by virtue of a power of attorney granted by it, they must make that circumstance known. If they fail to do so, they shall incur the liabilities of one who allows their name to appear in the company name.

The partner's liability in these cases is limited to the execution of their management.

Their capital contribution may consist of a patent of invention, trademarks, or the communication of an art or science secret, provided they do not apply it themselves or cooperate in its execution.

The limited partners (comanditarios) shall not be obliged to return dividends they have received in good faith as profits.

Of the Limited Liability Company (Sociedad de Responsabilidad Limitada)

The omission of this requirement shall cause the partners to incur joint and several unlimited liability for the damages caused to third parties on that account. (As amended by Article 1 of Law No. 10729 of May 13, 2025)

The certificates representing said quotas shall be issued when the interested parties request it, and they shall state that they are not transferable by endorsement. Any transfer of quotas, to affect third parties, must necessarily be recorded in the minute book or partners' registry of the company, or have a certain date (fecha cierta) and may also be registered in the Mercantile Registry (Registro Mercantil).

(As amended by Article 5 of Law No. 6965 of August 22, 1984) (By resolution of the Constitutional Chamber (Sala Constitucional) No. 3554 of February 5, 2025, the phrase stating: "and its capital shall be divided into quotas of one hundred colones or multiples of this sum. Foreign monetary units may not be used" was annulled from this article.)

Upon expiration of the term for the payment of the subscribed quotas, the company may compel their payment through summary proceedings (vía ejecutiva), and a certification, where relevant, of the articles of incorporation shall constitute sufficient title for that purpose.

The capital may also be decreased. In both cases, the respective publication and registration must be made.

To this effect, if they did not attend the Assembly in which the increase was agreed upon, the resolution must be communicated to them in the manner indicated for the call to the assembly. If a partner does not exercise the right conferred by this article within fifteen days following the communication, it shall be understood that they waive it, and the capital increase may be subscribed and paid by the other partners in the same proportion indicated. The increase may be subscribed by third parties to the extent there are no partners to subscribe to it, if the legal requirements for their admission as new partners are met.

Oppositions timely filed shall prevent the reduction of the capital as long as they are not withdrawn, declared abandoned, or dismissed by a final judicial resolution.

If the option is not exercised, the proposed transfer shall be deemed accepted.

Heirs or legatees who are rejected may appeal to a tribunal that shall rule definitively on the admission, composed of three members independent of the company and its partners, one appointed by the company, another by the interested party, and the other by the Chamber of Commerce (Cámara de Comercio).

The designation may be made in the partnership agreement itself or in a subsequent public deed, which shall only take effect after its publication and registration. The appointment of these officers may be made for the entire term of the company or for fixed periods indicated in the articles of incorporation. In the latter case, they may be re-elected indefinitely for equal periods, without it being necessary to publish or register that re-election. In any case, these appointments may be revoked at any time by a resolution adopted by a relative majority of votes.

A delegation made contrary to this provision makes the person making it jointly and severally liable with the substitute for the obligations contracted by the latter. However, managers (gerentes) or assistant managers (subgerentes) may confer judicial powers.

The manager (gerente) or assistant manager (subgerente) shall convene the partners for all meetings by certified letter or by another means that allows proof of the convocation, with at least eight days' notice. A quorum shall be formed with any number of partners present. The convocation procedure may be dispensed with when the entire corporate capital is represented.

If the quota belongs to two or more persons, only one may exercise the right to vote. If the bare ownership and the usufruct belong to different persons, the vote shall correspond to the usufructuary when dealing with administrative matters, and to the owner in other cases.

Said minutes must be signed by the attendees.

For any other amendment to the articles of incorporation, the favorable vote of three-quarters of the corporate capital shall be required.

For voting purposes, the partnership quotas (cuotas sociales) shall be indivisible. At meetings, the vote may be cast personally or by means of a special, general, or generalissimus agent (apoderado). In the case of micro, small, and medium-sized enterprises (PYMES), registered with the Ministry of Economy, Industry, and Commerce (Ministerio de Economía, Industria y Comercio, MEIC), and small and medium-sized agricultural producers (PYMPAS), registered with the Ministry of Agriculture and Livestock (Ministerio de Agricultura y Ganadería, MAG), and who have the respective current certification with each institution, they may authorize a third party, whether a partner or not, by means of a special mandate (mandato especial) granted for each meeting. Said mandate must be issued on plain paper, bear the corresponding stamps, be signed by the principal (mandante), and be authenticated by a lawyer. (As amended by the sole article of the Law for the Harmonization of the Commercial Code and the Strengthening of the special power of attorney, No. 10840 of February 4, 2026)

This obligation shall cease when said reserve reaches ten percent of the capital.

The manager (gerente) or assistant manager (subgerente), as applicable, shall be personally liable for any distribution made without prior verification of realized profits, or for an amount exceeding them.

The declaration of insolvency (concurso) of the company does not entail that of its partners, except in cases regulated by insolvency legislation (legislación concursal). In cases of joint and several and personal liability contemplated in this chapter, the provisions of the insolvency legislation (legislación concursal) shall apply. (As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

Of Corporations (Sociedades Anónimas)

General Provisions

(The second paragraph of this article, amended by Article 5 of Law No. 6965 of August 22, 1984, and whose text provided: "The amount of the corporate capital and the nominal value of the shares may only be expressed in current national currency", was repealed by Article 187, subsection a), of the Securities Market Regulatory Law No. 7732 of December 17, 1997, and subsequently declared unconstitutional by resolution of the Constitutional Chamber (Sala Constitucional) No. 1188-99 at 21:30 hours on February 27, 1999.)

Only the corporation (sociedad anónima) may issue bonds (obligaciones). In the articles of incorporation, the Board of Directors (Junta Directiva) may be authorized to increase the capital, one or more times, up to the established limit, and to determine the characteristics of the corresponding shares (acciones). Likewise, the Board of Directors (Junta Directiva) may be authorized to decrease the corporate capital, when the decrease is due to the cancellation of redeemed shares (acciones rescatadas). (As amended by Article 2 of Law No. 7201 of October 10, 1990)

The deposited money shall be delivered only to the person holding the legal representation of the company once it is registered, or to the depositors, if they prove by public deed that they have desisted from the incorporation by mutual agreement. (As amended by Article 2 of Law No. 7201 of October 10, 1990)

The founders shall retain one copy of the subscription and shall deliver the duplicate to the subscriber.

The subscription document shall serve as an executory title (título ejecutivo) for the purposes of this article.

• a)Approval of the draft constitutive deed (escritura constitutiva), in accordance with the program. If it is modified, dissenting subscribers may withdraw their contributions; b) Verification of the existence of the payments provided for in the respective draft; c) Examination, and if applicable, approval of the appraisal of non-cash assets that the partners have obligated themselves to contribute. Subscribers shall not have voting rights with respect to their own contributions in kind; d) Approval of the share in profits that the founders have reserved for themselves; and e) Appointment of the administrators (administradores), with the designation of those who shall use the corporate signature.

To credit the corresponding share for each founder, "founder's bonds" (bonos de fundador) may be issued.

Of Shares

The share (acción) is the certificate by which the status of partner is credited and transmitted. Common shares (acciones comunes)—also called ordinary shares (ordinarias)—grant identical rights and represent equal parts of the share capital. The issuance of shares without value is prohibited. Both common shares and preferred shares (preferentes) or other equity securities may be issued in national or foreign currency and must be registered (nominativos).

(Thus amended by Article 6 of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard")

When there are several owners of the same share, they shall appoint a common representative, and if they do not agree, the appointment shall be made by the competent judge, through voluntary jurisdiction (jurisdicción voluntaria) proceedings. The common representative may not dispose of or encumber the share, except in accordance with the provisions of the Civil Code regarding co-ownership. The co-owners shall be jointly and severally liable to the company for the obligations inherent to the shares.

Purchasers of unpaid shares shall be jointly and severally liable with the transferor for the outstanding amount thereof.

The remainder shall be delivered to the former shareholder, if claimed within the period of one year from the date of the sale; otherwise, it shall accrue to the benefit of the company.

In no case may the company own more than fifty percent (50%) of its own capital.

For the company to acquire its own shares free of charge, it is only required that they be fully liberated.

The exercise of the rights inherent to the shares shall be suspended while they belong to the company. If one year has elapsed since the acquisition and the company has not disposed of its own shares, it must reduce its capital proportionally to the securities it holds.

The limitations established in the first paragraph of this article shall not apply to the acquisition of own shares made by virtue of an assembly agreement providing for the reduction of capital through the redemption and elimination of shares.

Any acquisition that does not meet the legal requirements shall be absolutely null and void, without prejudice to any liability action that may be brought against the administrators (administradores).

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard")

In the meantime, provisional certificates may be issued stating the payments made by the shareholder, which must be exchanged in due course for the definitive shares.

• a)The name, domicile, and duration of the company; b) The date of the deed, the name of the notary who authorized it, and the registration details in the Public Registry; c) The name of the partner. (Thus amended the preceding subsection by Article 7 of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard") d) The amount of the authorized or paid-up capital and the total number and nominal value of the shares; e) The series, number, and class of the share or certificate, indicating the total number of shares it covers; and f) The signature of the administrators (administradores) who, according to the corporate charter (escritura social), must sign the document.

Transitory.- The definitive certificates that had been issued based on the text that Article 135 had before the amendment introduced by this law, or in prior legislation, shall continue to have the same value as the definitive securities or the shares themselves.

(Thus amended, as well as the Transitory provision, by Article 1 of Law No. 5216 of June 22, 1973)

9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard") a) The name, nationality, and domicile of the shareholder; the number of shares belonging to them, expressing the numbers, series, classes, and other particulars; b) The payments made; c) The transfers made; d) (Repealed by Article 16, subsection b) of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard") e) The exchanges and cancellations; and f) The encumbrances affecting the shares.

This clause shall be stated in the text of the certificates.

The holder of these shares who wishes to transfer them must notify the corporate administration in writing, which, within the period stipulated in the corporate charter (escritura social), shall authorize or deny the designated transfer, in the latter case designating a purchaser at the current market price of the shares on the stock exchange, or failing that, at the price determined by expert appraisal. The silence of the administrative board shall be equivalent to authorization.

The company may refuse to register a transfer made without authorization.

When these securities are judicially awarded, the awardee must inform the company thereof, so that the latter may exercise the rights conferred upon it by this provision; and if it does not do so, the company may proceed in the manner established in the preceding paragraphs.

The provisions of this article shall not apply in the case of companies whose shares are registered in the National Registry of Securities and Intermediaries (Registro Nacional de Valores e Intermediarios) and are quoted through an authorized stock exchange.

(Thus added this final paragraph by Article 187, subsection c), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

In the constitutive act, total or partial restrictions on that right may not be established, except regarding shares that have privileges regarding the distribution of profits or reimbursement of the liquidation quota (cuota de liquidación), but they may not be limited in the right to vote in extraordinary assemblies (asambleas extraordinarias) or in matters referred to in Article 147. The issuance of multiple voting shares is prohibited.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

In the case of usufruct (usufructo) of the shares, the voting right corresponds, unless otherwise agreed, to the usufructuary (usufructuario) in ordinary assemblies and to the bare owner (nudo propietario) in extraordinary assemblies.

In the two previous cases, the preferential subscription right (derecho de suscripción preferente) always corresponds to the partner. If, three days before the expiration of the term, the partner has not deposited the sums necessary for the exercise of the option right, this must be sold on behalf of the partner through a stockbroker or a free agent.

(Thus added by Article 6 of Law 7201 of October 10, 1990)

Of the Status of Partner

The company shall consider as a partner the person registered as such in the shareholder registries (registros de accionistas). (Thus amended by Article 9 of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard")

The shares shall receive their profits in proportion to the amount paid for them.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

If, after making that reserve and those provided for in the corporate charter (escritura social), the assembly resolves to distribute profits, the shareholders shall acquire, vis-à-vis the company, a right to collect the dividends corresponding to them.

If the payment has been agreed upon in cash, it may be collected upon maturity via executive proceedings (vía ejecutiva). The certification of the respective resolution shall serve as an executory title (título ejecutivo).

Once the distribution of dividends has been agreed upon, the company must pay them within three months following the closure of the assembly.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

(NOTE: this article has been TACITLY AMENDED by Law No. 7201 of October 10, 1990, regarding restrictions on voting rights. See Article 139 above and the opinion of the Attorney General's Office (Procuraduría General de la República) C-120-92 of August 3, 1992)

In the case of micro, small, and medium-sized enterprises (pymes), registered before the Ministry of Economy, Industry, and Commerce (MEIC), and small and medium agricultural producers (pympas), registered before the Ministry of Agriculture and Livestock (MAG), and having the respective current status in each institution, they may authorize a third party, whether a partner or not, through a special mandate (mandato especial) granted for each meeting.

Said mandate must be issued on plain paper, have the corresponding revenue stamps, be signed by the principal (mandante), and have the authentication of a lawyer.

(Thus amended by the sole article of the Law for the Harmonization of the Commercial Code and the Strengthening of the Special Power of Attorney, No. 10840 of February 4, 2026)

Of Other Equity Participation Securities

They do not grant the right to intervene in the administration of the company, nor may they be converted into shares, nor do they represent participation in the share capital.

The founder's bonds (bonos de fundador) must be registered (nominativos) and must contain: (Thus amended the preceding paragraph by Article 10 of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard") a) The expression "founder's bond" (bono de fundador) in visible characters; b) The name of the company, domicile, duration, and capital; date of the deed, notary before whom it was granted, and the citation of its registration in the Commercial Registry (Registro Mercantil); c) The number of the bond with an indication of the total issued; d) The share in the profits to which it is entitled and the time during which it is to be paid; and e) The signature of the administrators (administradores) who must sign the document according to the charter.

Of the Shareholders' Assemblies

The powers that the law or the corporate charter (escritura social) do not attribute to another organ of the company shall be the competence of the assembly.

The general assemblies may be composed of all the partners; the special assemblies, only of partners holding particular rights; the general assemblies are ordinary or extraordinary.

The constitutive assemblies (asambleas constitutivas), the extraordinary assemblies (extraordinarias), and the special assemblies shall be governed, to the extent applicable, by the rules for ordinary assemblies, unless the law provides otherwise.

• a)Discuss and approve or disapprove the report on the results of the annual fiscal year submitted by the administrators (administradores), and take such measures thereon as it deems appropriate; b) Agree, if applicable, on the distribution of profits as provided in the corporate charter (escritura social); c) If applicable, appoint or revoke the appointment of administrators (administradores) and of the officials exercising oversight; and d) Other ordinary matters determined by the corporate charter (escritura social).

• a)Modify the corporate charter (pacto social); b) Authorize classes of shares and securities not provided for in the corporate charter (escritura social); and c) Other matters which, according to the law or the corporate charter (escritura social), are of their cognizance.

These assemblies may meet at any time.

The call for the meeting shall be dispensed with when, the totality of the partners being assembled, they agree to hold an assembly and expressly agree to dispense with said formality, which shall be recorded in the minutes that all must sign.

• a)When no assembly has been held during two consecutive fiscal years; and b) When the assemblies held during that time have not addressed the matters indicated in Article 155.

Likewise, the request for a meeting call (convocatoria) to an assembly may be processed before a notary public under the same conditions indicated in the previous paragraph. For the purposes of said verification, the notary public must approach the company's fiscal (fiscal de la sociedad), so that the latter confirms the assumptions of the two previous articles and issues, through a certification, within a period not exceeding five business days from receipt of the request, containing the corresponding verification. If no response is received within the indicated period, the notary shall proceed to make the call.

Said call shall be made in accordance with the provisions of the company's corporate charter (escritura social) and, necessarily, by notice published in the official gazette La Gaceta, with the advance notice set forth in the corporate charter (escritura social) or, failing that, fifteen business days before the date on which the Partners' Assembly (Asamblea de Socios) is to be held. The notary public must also prepare a separate file and record all actions taken. The notary public shall be empowered to serve the call on the company's fiscal (fiscal de la sociedad), in accordance with the powers granted by this Code; said act shall not stay the call for the Partners' Assembly (Asamblea de Socios).

Both the competent judge and the notary public must duly summon all shareholders, indicating the date, place, and time of the Partners' Assembly (Asamblea de Socios).

(Thus amended by Article 1 of Law No. 10686 of May 6, 2025)

Those entitled to request the calling of the assembly are also entitled to request that certain points be placed on the agenda.

The day of publication of the call and the day of the assembly shall not be counted in this period. During this time, the books and documents related to the purposes of the assembly shall be at the company's offices, available to the shareholders.

If the corporate charter (escritura social) has made the exercise of participation rights conditional upon the deposit of the share certificates with a certain advance notice, the call shall be made with a period that allows shareholders to have at least one week to make the deposit in question.

This right may be exercised only once for the same matter.

The administrators (administradores) shall be obligated to provide them, except in cases where, in the opinion of the president, the publicity of the requested data would harm the corporate interests. This exception shall not apply when the request comes from shareholders representing at least twenty percent (20%) of the share capital or the lower percentage set in the bylaws (estatutos).

The person who has been denied information may request that both their petition and the reasons given for denying it appear in the minutes.

At least one board member (consejero), or one administrator (administrador) and one fiscal (fiscal) of the company must attend the assemblies; otherwise, the assembly may be adjourned only once, in accordance with the previous article.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

For each assembly, a file shall be compiled containing a copy of the minutes, the documents justifying the legality of the calls, and those in which the accredited representations have been recorded.

• a)When the company lacked the legal capacity to adopt them; b) When they were adopted in violation of the provisions of this chapter; and c) When they are incompatible with the nature of the corporation (sociedad anónima), or violate provisions enacted for the protection of the company's creditors or in consideration of the public interest.

• a)That the lawsuit indicates the clause of the corporate charter (escritura social) or the legal provision infringed and in what the violation consists; b) That the suing partner or partners did not attend the assembly or cast their vote against the resolution; and c) That the lawsuit be filed within one month following the date of the assembly's closure.

Of the Administration and Representation of the Company

Unless otherwise provided in the bylaws (estatutos), in the election of directors, shareholders shall exercise their vote through the cumulative voting system, as follows:

• a)Each shareholder shall have a minimum number of votes equal to the result of multiplying the votes they would normally have been entitled to by the number of directors to be elected.
• b)Each shareholder may distribute or accumulate their votes among a number of candidates equal to or less than the number of vacancies to be filled, in the manner they deem convenient.
• c)The result of the voting shall be computed per person.

The Board may not be renewed partially or in a staggered manner if this prevents the exercise of cumulative voting.

(As amended by Article 2 of Law No. 7201 of October 10, 1990)

(As amended by Article 2 of Law No. 7201 of October 10, 1990)

For the board of directors (consejo de administración) to function legally, at least half of its members must be present, and its resolutions shall be valid when adopted by a majority of those present. In the event of a tie, whoever acts as president of the board shall decide with a casting vote.

The articles of incorporation (escritura social) or bylaws (estatutos) shall determine the manner of convening the board, the meeting place, the manner in which minutes shall be kept, and other details regarding the functioning of the board.

Irregularities in the functioning of the board shall not prejudice third parties acting in good faith, without prejudice to the directors' liability to the company.

In the absence thereof, a general meeting of shareholders (asamblea general) must be convened immediately.

Directors shall be appointed for a fixed term indicated in the articles of incorporation (escritura), which may also provide for the appointment of alternate directors.

The officers mentioned in the preceding paragraph shall have the powers assigned to them by the articles of incorporation (escritura social), the bylaws (estatutos), the regulations, or the respective appointment resolution.

Directors and other administrators are obligated to fulfill the duty of diligence and loyalty, acting in the best interest of the enterprise, taking into account the interest of the company and the shareholders, and are jointly and severally liable to the company for damages arising from the non-observance of such duties.

Directors or administrators are jointly and severally liable if they have not supervised the general course of management or if, being aware of harmful acts, they have not done everything possible to prevent their execution or to eliminate or mitigate their consequences.

However, there shall be no liability when the director or administrator has acted in execution of resolutions of the shareholders' meeting (asamblea de accionistas), provided these were not manifestly illegal or contrary to the company's statutory or regulatory norms.

Liability for the acts or actions of directors or administrators does not extend to one who, being free of fault, has caused a dissent to be recorded in writing without delay and gives immediate notice thereof, also in writing, to the statutory auditor (fiscal), nor shall that director be liable who was absent from the act of deliberation.

Directors and other administrators shall be jointly and severally liable, together with their immediate predecessors, for irregularities in which the latter may have incurred in their management, if upon becoming aware of them they do not denounce them in writing to the statutory auditor (fiscal).

(As amended by Article 1 of the Law for the Protection of Minority Investors, No. 9392 of August 24, 2016)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

• a)By the approval of the balance sheet with respect to the operations explicitly contained therein or in its annexes, unless such approval was given based on non-verifiable data or with express reservations on the matter, or a resolution was adopted to exercise the liability action; b) By the approval of the management, or by an express release (renuncia expresa) agreed upon by the general meeting of shareholders (asamblea general); and c) When the directors have acted in compliance with resolutions of the general meeting of shareholders (asamblea general) that were not manifestly illegal.

Of the Oversight of the Company

Unless otherwise provided, their appointment shall be for one year.

• a)Those who, according to law, are disqualified from engaging in commerce; b) Those who hold another position in the company; and c) The spouses of the administrators and their blood relatives and relatives by marriage up to the second degree.

• a)To verify that a monthly balance sheet is prepared in the company; b) To verify that minutes are kept of the meetings of the board of directors (consejo de administración) and of the shareholders' meetings (asambleas de accionistas); c) To oversee compliance with the resolutions adopted at the shareholders' meetings (asambleas de accionistas); d) To review the annual balance sheet and examine the accounts and liquidation statements at the close of each fiscal year; e) To convene ordinary and extraordinary shareholders' meetings (asambleas de accionistas) in the event of omission by the administrators; f) To submit their observations and recommendations regarding the results obtained in the fulfillment of their duties to the board of directors (consejo de administración), at least twice a year.

It shall be the obligation of the board to submit the respective reports to the knowledge of the ordinary general meeting (asamblea general ordinaria); g) To attend the sessions of the board of directors (consejo de administración) on the occasion of the presentation and discussion of their reports, with voice but without vote; h) To attend shareholders' meetings (asambleas de accionistas), to report verbally or in writing on their proceedings and activities; i) In general, to oversee, without limitation and at any time, the operations of the company, for which purpose they shall have free access to the books and papers of the company, as well as to the cash on hand; j) To receive and investigate complaints filed by any shareholder and to report on them to the board; and k) Such others as stated in the articles of incorporation (escritura social).

Of the Dissolution of Companies

• a)The expiration of the term specified in the articles of incorporation (escritura social). Companies dissolved for this cause may be re-registered in the Registry of Legal Entities (Registro de Personas Jurídicas) provided that the company's representative requests it before three years have elapsed after the dissolution, upon prior payment of all outstanding amounts, the principal of the tax obligation, fines, penalties, and interest for obligations related to the tax regulated in Law 9428.

(As amended by Article 5 of the Law for the Re-registration of Dissolved Companies, No. 10255 of May 6, 2022) b) The impossibility of carrying out the corporate purpose, or the consummation thereof; c) The definitive loss of fifty percent of the corporate capital, unless the partners replenish said capital or agree to reduce it proportionally; and d) The agreement of the partners.

• e)By application of the sanction of dissolution of the legal entity, provided for in Article 11 of the Law on the Responsibility of Legal Entities for Domestic Bribery, Transnational Bribery, and Other Crimes, ordered by a judge of the Republic.

(As amended by Article 34 of the Law on the Responsibility of Legal Entities for Domestic Bribery, Transnational Bribery, and Other Crimes, No. 9699 of June 10, 2019)

The same rule shall apply to general partners (socios comanditados) in limited partnerships of that type.

In other cases, the dissolution resolution or the declaration made by the company that a cause for dissolution has occurred must be registered in the Commercial Registry (Registro Mercantil).

Within the thirty days following this publication, any interested party may judicially oppose the dissolution that is not based on a legal or agreed cause.

Of the Liquidation of Companies

In the absence of such provision, it shall be done by agreement of the partners at the same moment the dissolution is agreed upon or acknowledged. If they do not reach an agreement, the designation shall be made by a judge at the request of an interested party, through the procedures established in the Civil Procedure Code (Código Procesal Civil).

When the company is dissolved due to expiration of the term or by a court judgment, the designation must be made within the thirty days following the day on which the term ended or the judgment ordering the dissolution became final.

(As amended by Article 3 of Law No. 7130 of August 16, 1989)

In the absence thereof, in accordance with the resolutions adopted by the majority of partners necessary to amend the articles of incorporation (escritura) and with the provisions of this Chapter.

• a)To conclude the corporate operations that remained pending at the time of dissolution, when legally possible; b) To collect credits and satisfy the obligations of the company; c) To sell the company's assets, at the authorized price according to the liquidation rules; d) To prepare the final liquidation statement, and submit it for discussion and approval by the partners, in the manner corresponding according to the nature of the company; and e) To deliver to each partner the corresponding portion of the corporate assets.

• a)If the assets constituting the corporate equity are easily divisible, they shall be distributed in the proportion corresponding to each partner in the common mass; b) If among the assets constituting the corporate assets there are those that were contributed by a partner or others of an identical nature, they shall be delivered preferentially to the partner who contributed them, taking into account their current value; c) If the assets are of a diverse nature, they shall be distributed according to their value, in lots proportional to the contributions, compensating the differences that may exist among the partners; d) Once the lots are formed, the liquidator shall convene the partners to a meeting, in which they will be informed of the respective project, and the partners shall have a period of eight business days from the meeting to request modifications, if they consider their rights affected.
• e)If the partners expressly state their conformity, or do not timely formulate observations, the liquidator shall make the respective adjudication, and the appropriate documents shall be executed; f) If the partners timely formulate observations to the division project, the liquidator shall convene a new meeting, within the term of eight days, so that the modifications that may be appropriate are made to the project; if it is not possible to obtain an agreement, the liquidator shall adjudicate in common to the respective partners, the lot or lots regarding which there is disagreement, and the resulting legal situation among the adjudicatees shall be governed by the rules of co-ownership; and g) If the corporate liquidation is carried out by virtue of the death of one of the partners, the division or sale of real estate shall be carried out in accordance with the provisions of this Code.

• a)The final statement shall indicate the portion of the corporate equity that corresponds to each partner; b) An extract of the statement shall be published in "La Gaceta"; c) Said statement, as well as the papers and books of the company, shall be available to the shareholders, who shall have a period of fifteen days from the publication to submit their claims to the liquidators; and d) Once this period has elapsed, the liquidators shall convene a general meeting of shareholders (asamblea general de accionistas) presided over by one of the liquidators, to definitively approve the liquidation balance sheet.

(As amended by Article 11 of Law No. 9068 of September 10, 2012, "Law for Compliance with the Fiscal Transparency Standard")

The rules regarding administrators shall apply to the liquidators, with the limitations inherent to their character.

Of the Merger and Transformation of Companies

The constituent companies shall cease in the exercise of their individual legal personality when a new one results from their merger.

If the merger occurs through absorption, the articles of incorporation (escritura social) of the prevailing company must be amended, if applicable.

The merger resolution must be submitted to the partners of each of the constituent companies, in respective extraordinary meetings (asambleas extraordinarias) convened for this purpose, and must be approved by each company in accordance with the requirements demanded by its articles of incorporation (escritura social) for its amendment and those established in this Code. An extract of the merger instrument (escritura de fusión) shall be published once in the Official Gazette (Diario Oficial).

Within said period, any interested party may oppose the merger, which shall be suspended in that case as long as the opponent's interest is not sufficiently guaranteed, in the opinion of the Judge hearing the lawsuit.

If the judgment declares the opposition unfounded, the merger may be carried out as soon as it becomes final.

Neither the liability of the partners, directors, and officers, nor the rights and actions against them, shall be affected by the merger.

In judicial or administrative proceedings in which any of the constituent companies has been a party, the new company or the prevailing one shall continue to be so.

The transformation shall not exempt the partners from the liabilities inherent to the operations carried out prior to it, which shall be maintained in the same manner as provided by law for cases of liquidation. The company name or trade name must be adjusted to comply with the respective legal requirements.

The assets and liabilities shall continue to be assumed by the company, and the same accounting may continue, provided that the Department of Book Legislation of Direct Taxation (Departamento de Legislación de Libros de la Tributación Directa) records the transformation that has occurred in the books.

Of the Representation of Foreign Enterprises and Companies and the Transfer of Their Registered Office to National Territory

In the power of attorney instrument (escritura de poder) they shall record:

• a)The corporate purpose of the branch and the capital assigned to it; b) The corporate purpose, capital, full name of the officers or directors, and duration of the parent company; c) An express statement that the representative and the branch, as applicable, are subject to the laws and courts of Costa Rica regarding all acts or contracts they enter into or that are to be executed in the country, and expressly waive the laws of their domicile; and d) Proof that the grantor of the power of attorney has sufficient authority to do so.

The corporate authority and that of the agents with power of attorney in cases requiring registration shall be complete if the mandate is submitted to the Commercial Registry (Registro Mercantil) along with a certificate issued by the respective Consul of Costa Rica, or in the absence thereof, by that of a friendly nation, stating that the company is constituted and authorized in accordance with the laws of its main domicile, and a statement, granted as an addendum, by the agent with power of attorney themselves, accepting the power.

The declaration of the capital of the parent company or enterprise has no purpose other than to make its economic solvency known here and does not imply an obligation to pay special Registry fees for this concept.

(As amended by Article 1 of Law No. 4625 of July 30, 1970)

• a)A copy of the articles of incorporation (pacto social) and its amendments; b) The consular certificate referred to in the second paragraph of the preceding article; c) A certificate of the resolution authorizing the transfer of the registered office (sede social) to the Republic; and d) A statement containing the full names of the persons who comprise the board of directors (consejo de administración) and the officers of the company.

The transfer of the registered office (sede social) to the territory of the Republic in the manner indicated does not imply the dissolution or liquidation of the company in its country of origin, nor the constitution of a new company in Costa Rican territory. The declaration of the company's capital in its country of origin as stated in the articles of incorporation (pacto social) or its amendments has no purpose other than to make its economic solvency known here and does not imply an obligation to pay special Registry fees for this concept.

(As amended by Article 1 of Law No. 4625 of July 30, 1970)

Businesses located, developed, and having effect abroad shall be exempt from said tax.

General judicial powers of attorney imply submission to Costa Rican laws and courts; in special powers of attorney of this class, the companies may expressly except this submission for specific cases or concrete relationships. Every company constituted in accordance with foreign laws, that operates in the country or has branches or agencies therein, must comply with the provisions of subsection 13) of Article 18.

(As amended by Article 2 of Law No. 7201 of October 10, 1990)

Of the Common Obligations of Those Who Engage in Commerce

• a)To register in the Commercial Registry (Registro Mercantil) the documents indicated in the following chapter; b) To distinguish their establishment with their name, which may be, in the case of a company or denomination, duly registered, and in the case of a corporation (sociedad anónima) and a limited liability company (de responsabilidad limitada), with the duly registered trade name.

(As amended by Article 1 of Law No. 10729 of May 13, 2025) c) To keep the accounting of the business in order and in accordance with the following provisions of this Code; and d) To keep the accounting books from their inception until five years after the closing of the business and to likewise keep the correspondence, invoices, and other supporting documents for a period of not less than five years, counted from their respective dates, unless there is a pending lawsuit in which those documents have been offered as evidence.

(As amended by Article 12 of Law No. 9068 of September 10, 2012, "Ley para el cumplimiento del estándar de Transparencia Fiscal") Article tab

The Mercantile Registry

• a)The articles of incorporation, extension, amendment, or dissolution of commercial companies and individual limited liability enterprises (empresas individuales de responsabilidad limitada), as well as documents concerning the merger or transformation of companies; b) The transfer of interest in general partnerships (sociedades en nombre colectivo), that of general partners (comanditados) in limited partnerships (sociedades en comandita), that of capital quotas in limited liability companies (sociedades de responsabilidad limitada), when applicable, and the protocolization of the minutes creating non-common shares in corporations (sociedades anónimas); c) General and very general powers of attorney (poderes generales y generalísimos) granted by merchants, as well as their revocation, substitution, amendment, or extension; d) The deeds recording the appointment, amendment, or revocation of the powers conferred upon the managers, administrators, and legal representatives of commercial companies, whether national or foreign; e) The appointment of the board of directors (consejo de administración) of corporations (sociedades anónimas); f) The licenses of sworn brokers (corredores jurados); g) The marital agreements (capitulaciones matrimoniales) that affect a merchant, when by virtue of them a community of property is established with the other spouse; h) The deeds in which a merchant acknowledges any debt or right in favor of his or her spouse; i) The divorce or separation decree that affects a merchant, as well as the deed or judgment defining the liquidation of his or her assets in the conjugal partnership; j) The declaration of the opening of insolvency proceedings (proceso concursal) for a merchant or a company, as well as its conclusion; (As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") k) The appointment of receivers (interventores), administrators, or liquidators in insolvency (liquidadores concursales) for merchants or companies; and (As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") l) The authorization (habilitación) granted to a minor or incapacitated person to engage in commerce and its amendment or revocation.

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10729 of May 13, 2025) (As added by Article 186 of the Notarial Code No. 7764 of April 17, 1998) Article tab

The Movable Property Registry (Registro de Muebles)

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The first entry shall contain the complete description of the movable property so that it can be easily identified; and then, in successive entries, all other operations ordered by administrative or judicial authorities shall be recorded. Any document that in any way affects the movable property shall be noted immediately in the margin of the respective entry upon its receipt.

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The Registry Office shall issue the certifications requested by authorities of any order or by individuals, provided the corresponding fiscal stamps are submitted, except for those requested by criminal and labor authorities, which shall be processed at no cost.

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Trade Name (Nombre Comercial)

No merchant may, individually, use a trade name (razón comercial) distinctive from his or her own.

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In that case, he or she shall enjoy the protection that the respective law grants to all registrations made in that Registry.

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If the name of a merchant who proposes to engage in commerce individually is the same as another registered as a commercial signature, the new merchant must take the necessary steps to differentiate it from the one already registered.

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The trade name (razón comercial) of a general partnership (sociedad en nombre colectivo), in the absence of the surnames of all partners, must contain at least that of one of them with the addition "y Compañía", "y Hermanos", "e Hijos", or another similar one. The corporate name of a limited partnership (sociedad en comandita) must contain at least the surname of one of the general partners (comanditados) and an addition indicating that the company is of this type. It may not contain names other than those of the partners with unlimited liability.

Stock companies (sociedades por acciones) shall not have a corporate name (razón social), but rather a legal identification number (número de cédula jurídica) assigned at the time of incorporation. In limited liability companies (sociedades de responsabilidad limitada), the legal identification number shall be used with the addition "Responsabilidad Limitada" or "Limitada".

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Nor may the indication of a business that has been completely modified be kept in the trade name.

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This provision shall apply even in the case of the transfer of an establishment by a company.

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In such a case, the respective deed must be executed, its extract published in the official gazette, and registered in the Mercantile Registry.

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Accounting and Correspondence

Without prejudice to the records that tax regulations require of any natural or legal person, merchants are obliged to keep their accounting and financial records in media that allow their commercial operations and economic situation to be known in an easy, clear, and precise manner, and without these needing to be legalized by any entity. When this Code refers to accounting books, the use of computer-based accounting systems shall be understood equally.

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Corporations (sociedades anónimas) and limited liability companies (sociedades de responsabilidad limitada) must keep a minute book (libro de actas) for shareholders' meetings. Commercial companies, in accordance with Article 17, must keep a shareholder registry (registro de socios), the legalization of which shall be the responsibility of the National Registry. Corporations (sociedades anónimas) must keep a minute book for the Board of Directors meetings.

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The same rule shall be observed with respect to the manager in limited liability companies, and the treasurer in corporations, regarding the accounting books and the obligation registry.

The accounting must be kept by a legally authorized accountant (contabilista), who may be the merchant himself, who, in both cases, shall be responsible for the content of the books as if he had personally kept them.

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Any mistake or omission made must be corrected by means of a new entry on the date the error is noticed, and a note shall be placed in the margin of the erroneous entry, in different ink, indicating that it is wrong and the folio where the respective correction is located.

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In the same book, at the end of each fiscal year, the new inventory resulting from the closing of the fiscal period shall be recorded. This inventory, in its different accounts, must coincide with the balances they had in the Balance Book.

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Likewise, or in auxiliary records, all operations carried out shall continue to be entered in strict chronological order, and the individual merchant or industrialist must itemize cash withdrawals, and those intended for his or her personal or family expenses, which shall be kept in a special account.

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From the latter, summarized total transfers may be made. Those items for which such grouping is appropriate due to affinity and convenience may be grouped into a single Ledger account and carried to the corresponding Auxiliary Ledger. Each item entered in the Ledger shall refer to the Journal folio where it was noted, or to the summary of the respective auxiliary record.

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Subsequently, each year, at the close of operations of the fiscal year, the following statements must be entered:

• a)Trial Balance (Balance de Comprobación), prior to the closing of the Ledger operations; b) Profit and Loss Statement (Estado de Ganancias y Pérdidas); c) General Balance Sheet, after said closing; and d) Statement of surplus (superávit) or application of surplus funds, in the case of companies.

Said Balance Sheets and statements shall be signed, in that book, by the owner of the business or economic activity. In the case of a general partnership (sociedad colectiva), the partners shall do so; in the case of a limited partnership (sociedad en comandita), the partners with unlimited liability; and in the case of a corporation (sociedad anónima) or limited liability company (sociedad de responsabilidad limitada), the accountant (contabilista) in charge.

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• 1)Place and date the meeting is held; 2) Number of shares or capital quotas attending the meeting; 3) Count of votes; and 4) Resolutions adopted, recording any dissenting votes (votos salvados) cast.

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Unless the articles of incorporation establish otherwise, every minute must be signed by the person presiding and by the secretary or whoever acts in that capacity.

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If the transfers result from a contract or an adjudication, whether in probate proceedings, at public auction, or by judicial order, the original document must be presented or, where applicable, an authentic certification of the respective resolution, stating that it is final. These documents shall be archived, placing the corresponding notation in the transfer entry.

If the company, at the request of the acquirer, issues a new certificate, it must collect and cancel the transferred document.

If a new certificate is not issued in favor of the acquirer, a record shall be made of having effected the annotation in the registries in favor of the new partner, and the registration effected shall be noted on the document.

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These sheets, ruled as appropriate in each case, must be numbered consecutively and bear the name of the person or company to which they belong and any other pertinent details when they refer to auxiliary records. In the case of Auxiliary Ledgers, they must bear the name of the person to whom they belong and any other pertinent details.

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The corporate books must be kept on loose sheets, with the particularities defined by the National Registry that guarantee their integrity and security; they shall be legalized by the National Registry, which shall issue them. The shareholder registry books and shareholder meeting minute books, and the Board of Directors minute book, as applicable, must be delivered at the same time as the incorporation document is delivered. The National Registry is authorized to charge a fee of up to twenty percent (20%) of a base salary, to cover the cost of issuing the books and their respective legalization, with the decision to set the exact amount of said fee resting with the Administrative Board (Junta Administrativa) of the National Registry. The National Registry may authorize the use of other means that, according to science and technology, guarantee the reliability of the records.

(As amended by Article 8 of Law No. 9069 of September 10, 2012, "Ley de Fortalecimiento de la Gestión Tributaria") Article tab

When one or more pages become unusable or are annulled, they shall nonetheless appear in their corresponding place so as not to alter the order of the folios.

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Nor may the communication, delivery, or general inspection of the books, correspondence, and other papers and documents be decreed, except in cases of insolvency proceedings (procesos concursales) or liquidation. Outside these cases, the exhibition of books and documents may only be ordered by a competent judicial authority, at the request of a legitimate party or ex officio, when the person to whom they belong has an interest or responsibility in the matter or issue being litigated.

(As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") The inspection shall be made at the establishment of the owner of the books, in his presence or that of an agent appointed by him, and shall be limited to taking a copy of the entries or papers related to the matter being litigated.

When special or auxiliary books or records have been kept, their exhibition may be ordered under the same terms and in the same cases as the main books.

Through the competent judicial authority, the superintendencies of the financial system may require, from any natural or legal person not supervised by them, the exhibition of accounting books and other documents whose information is necessary for the exercise of their supervisory and oversight functions over financial operations or transactions carried out by the supervised entities, and may obtain physical copies or printouts of the electronic records.

(As added by Article 9 of Law No. 9746 of October 16, 2019) Article tab

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If there is no conformity between the books kept by the parties, and if the books of one party are properly kept and those of the other are not, the entries in the proper books shall serve as evidence against those in the defective ones, unless the contrary is proven by other admissible evidence in law. If one of the parties does not present its books or states that it does not have them, those of the adversary shall serve as evidence against it, provided they are kept in due form, unless it is demonstrated that the lack of said books arises from force majeure or an act of God, and without prejudice to effective proof against the exhibited entries. If the books of both parties are equally properly kept and are contradictory, the court shall resolve according to the other evidence.

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Regarding outgoing correspondence, the interested party must keep a copy of every letter or dispatch sent.

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Should he or she decide to continue the started books, he or she shall present them to the Tax Authority (Tributación) so that it may record the transfer and note that they belong henceforth to the new owner of the business or company. If he or she decides to open new books, those kept up to that point shall also be presented so that the Dirección General de Tributación Directa or its delegate may record the corresponding closing notation, opening the new ones as indicated.

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The natural or legal person obliged to keep books, who closes his or her business, liquidating it, is obliged to keep the books and correspondence for a period of five years, counting from the day the liquidation concludes; but if there is a pending lawsuit before the courts and it continues after the five years, they shall be obliged to keep them for the entire duration of the lawsuit.

(As amended by Article 13 of Law No. 9068 of September 10, 2012, "Ley para el cumplimiento del estándar de Transparencia Fiscal") If the company is transferred to a third party and for this reason the books and correspondence are not in the possession of the former owner, and he or she needs them, either to file a lawsuit, or to answer or object to one filed against him or her, the current owner shall be obliged, even if not a party to the respective lawsuit, to allow the judicial authorities to obtain all kinds of required copies or certifications. Failure to comply with this obligation shall make the holder of the books liable for the consequent damages and losses.

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In the case of liquidation, the liquidators must keep them for the indicated period of four years, and, in the case of insolvency proceedings (procesos concursales), whoever exercises the administration shall keep them, in accordance with the provisions of the insolvency legislation (legislación concursal). In all these cases, the holders of the books and supporting documents are obliged to exhibit them in the same manner as the original owner, under penalty of compensating for damages and losses if they refuse to do so.

(As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") Article tab

Auxiliary Agents of Commerce (Auxiliares del Comercio)

• a)Commission agents (comisionistas); b) Sworn brokers (corredores jurados); c) Factors (factores); d) Carriers (porteadores); e) Traveling sales agents (agentes viajeros); f) Representatives of foreign firms; g) Clerks (dependientes); and h) Customs agents or brokers (agentes o corredores de aduanas).

(As amended by Article 2 of Law No. 4319 of February 5, 1969) Article tab

Commission Agents (Comisionistas)

Acting in his or her own name, the commission agent personally assumes the responsibility for the business; and the person who contracts with him or her acquires no right nor incurs any obligation with respect to the owner of that business. The commission agent may also act in the name of his or her principal, in which case he or she binds the principal, and the third party who contracts with him or her acquires rights and incurs obligations with the principal (mandante) and not with the commission agent.

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A commission shall be presumed accepted when conferred upon a person who publicly holds the status of commission agent, by the mere fact that he or she does not refuse it within two days following the day on which he or she receives the respective proposal.

Even if the commission agent refuses the commission conferred upon him or her, he or she shall not be exempt from taking the necessary measures for the preservation of the goods that the principal (comitente) has sent him or her, until the latter provides a new agent, without the taking of such measures being understood as tacit acceptance of the commission.

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If possible, taking into account the circumstances, the principal shall be given a prior hearing, but if, due to distance, means of communication, or the nature of the goods, this is not possible, the Judge shall proceed with the immediate sale, based on the report provided by the expert he or she will appoint in summary form, under his or her responsibility.

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He or she may not delegate the mandate if not expressly authorized to do so, but may, under his or her responsibility, entrust one or more persons to carry out any diligence aimed at fulfilling the function.

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If he or she has not committed to advancing funds, he or she shall not carry out the commission as long as the principal (comitente) does not supply the necessary sum. The same shall apply when the funds supplied by the principal have been exhausted. If he or she has committed to advancing funds, he or she must do so, except in the case of the opening of insolvency proceedings (proceso concursal) or notorious suspension of payments by the principal.

(As amended by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") Article tab

However, when due to circumstances not foreseen by the principal, the commission agent considers that he or she should not execute the instructions received literally, and that doing so would cause damage to his or her principal, he or she may suspend compliance with them and request new instructions. If, despite the commission agent's observations, the principal insists on proceeding according to the original instructions, the commission agent may withdraw from the contract, or act in accordance with the reiterated instructions of the principal, in which case said commission agent shall be exempt from all liability.

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If consultation is not possible or the commission agent is authorized to act at his or her discretion, he or she shall do what prudence dictates, proceeding with the same care that he or she would employ in his or her own business.

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In the absence of such instructions and in the impossibility of communicating with the principal (comitente), the commission agent shall act in accordance with the circumstances, with the same prudence and caution as if it were his or her own business.

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Any deterioration or loss and its cause shall be proven by the commission agent by means of a notarial act.

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When authorized to sell on credit, once the operation is done, the commission agent must communicate it to the principal, giving him or her the names of the buyers and the conditions under which the deals were made. In the absence of that report, the principal shall consider the sale made for cash and may demand, immediately, the delivery of the price.

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If he fails to do so at the proper time or does not use the legal means to obtain payment while proceeding with due diligence, he shall be liable for the damages caused by his omission or delay.

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Nor may he sell his own articles to the principal, unless otherwise agreed. When commissioned to place money, he may not take it for himself even if he provides a guarantee, except with the express prior consent of the principal.

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The insurance shall be limited to the risks indicated by the principal.

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The fees shall be expressly those agreed upon by the parties; in the absence of an agreement, the commission agent shall be entitled to the usual commission in the place where the task is performed. As long as the amount of his justified fees and expenses is not covered or guaranteed to his satisfaction, the commission agent shall have the right to retain what is necessary to cover the credit in his favor, with preference over any other creditor.

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The commission agent may not offset the damages caused to the principal in one transaction with the advantages or benefits obtained in another, since each task shall be settled entirely separately.

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The death of the principal does not rescind the contract, but the representatives of the estate, or the heirs as the case may be, may revoke it by settling the commission agent's account for fees and expenses for the work performed.

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Sworn Brokers (Corredores Jurados)

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• a)To have reached twenty-one years of age; b) To be Costa Rican and to have engaged in commerce within the national territory for at least three years; c) To have sufficient preparation in commercial matters, which shall be assessed by the Ministry of Economy and Finance (Ministerio de Economía y Hacienda) in the respective file; d) To be domiciled in the Republic; and e) To be of notable good conduct.

Anyone who cannot engage in commerce, or who, having obtained such status, has violated the law in a manner that warrants the loss of their license, cannot be a sworn broker.

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Anyone who practices brokerage without this license shall have no action to collect a commission of any kind.

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The guarantors shall be jointly and severally liable (solidarios), and the guarantee may not be cancelled until one year after the sworn broker has ceased their functions, unless there is a pending liability trial, in which case the guarantee shall remain in force until a final judgment is rendered. The Ministry shall verify the validity of the guarantee every two years, for which purpose the interested party shall provide the documentation requested. Should the guarantee not be replaced within one month, in the event that its conditions have diminished, the granted license shall be cancelled.

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If, by making false assumptions, they induce the contracting parties into error, causing them to consent to a harmful contract, they shall be liable for the damages caused. If they knowingly or through culpable ignorance intervene in a contract made by a person who, according to the law, could not do so, they shall be liable for the damages that follow directly and immediately from the contractor's incapacity.

False assumptions shall be considered to include proposing a commercial object under a different quality than that attributed to it by general commercial usage, and giving false information about the price that the item in question currently holds in the market.

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However, in transactions involving bills of exchange, shares, and other negotiable instruments, they shall be guarantors of the physical delivery of the instrument to the taker, and of its value to the transferor, unless it has been expressly stipulated in the contract that the interested parties shall make the deliveries directly.

In addition to cases where they intervene in the sale of merchandise, they are obliged to state its quality, quantity, and price, as well as the place and time of delivery and the manner in which the price is to be paid. They are equally obliged, unless the contracting parties exonerate them from this obligation, to preserve samples of all merchandise sold with their intervention until the moment of delivery, taking the necessary precautions so that identity can be proven, such as keeping the samples with their seal and those of the contracting parties, as long as the buyer has not received them to their satisfaction.

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In each entry, they shall state the names and domiciles of the contracting parties, the qualities, quantities, and price of the goods that are the subject of the transactions, the payment terms and conditions, and all circumstances that may contribute to the greater clarification of the transactions.

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The transcription of these entries shall be made literally, without amendments, abbreviations, or interpositions, keeping the same rigorous order of date and number that they must carry in the Daybook. Any correction that must be made in the Registry must be corrected by a new entry, making the relevant reference in the margin of the mistaken entry.

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They may not, at any time, reveal the names of the contracting parties to third parties, unless the interested parties expressly consent to their names being known.

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No sworn broker may issue certifications except for what is recorded in his registry. Only by virtue of a judicial order may he testify to what he saw or heard in relation to the transactions of his profession.

The license of a sworn broker who issues a certification that does not conform to what is recorded in his books shall be cancelled, without prejudice to incurring the crime of falsehood.

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However, if for special reasons they cannot do so personally, they shall be permitted to execute them, under their entire responsibility, through an employee or a delegate of their choice.

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If several sworn brokers intervene in the same operation simultaneously or successively, the commission shall be divided among them in proportion to the work performed.

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Upon withdrawing from the handling of the transaction, if their attitude is justified, they shall have the right to be recognized for the proportional part of the corresponding fees or commission.

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• a)To give, in any transaction or contract in which they intervene, an endorsement or surety. The granting against this prohibition shall be null and shall not produce any effect in court; b) To trade on their own account in the line of business that is the subject of their activity as a broker; c) To be a factor, employee, or partner of a merchant; d) To belong to boards of directors, management, or other function in corporations; and e) To acquire for themselves or for another person with whom they have kinship up to the fourth degree inclusive, by consanguinity or affinity, the goods whose transaction they were charged with, unless with the express consent to the contrary of the interested party.

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These sanctions shall be imposed by the Ministry of Economy and Finance when the interested party expressly requests it and proves the charge.

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Factors (Factores)

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The same rule shall be applicable when, due to the death of the owner, an establishment administered by a factor comes to belong to several heirs.

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If, despite the prohibition established by this article, the factor engages in such transactions, the profits shall remain for the exclusive benefit of the owner; and in the event of a loss, the factor shall bear it exclusively.

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The principal cannot evade fulfillment of the obligations contracted by their factor under the pretext that the factor abused their trust, made improper use of the faculties conferred upon them, or consumed for their own benefit the goods acquired for their principal. Their action against the factor for indemnification of possible damages is reserved.

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The revocation takes effect, regarding the factor, from the moment they receive the respective communication from the principal, and regarding third parties, from the presentation to the Public Registry of the revocation deed.

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The sale of the commercial establishment signifies the termination of the power of attorney. The death of the factor terminates the contract.

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In the absence of a stipulation, the custom of the place where the mandate was exercised shall be followed.

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Carriers (Porteadores)

Transport may be carried out by public or private companies. Public companies are those that advertise and open to the public an establishment of this nature, committing to transport for determined prices, conditions, and periods, whenever their services are required in accordance with the terms of their prospectuses, itineraries, and tariffs. Private companies are those that provide these services on a discretionary basis, under conditions and for conventional adjustments.

The contract of carriage regulated in this article does not authorize the transport of persons by means of motor vehicles.

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In this last case, the original carrier and the company that carries out the transport shall be jointly and severally obliged to the consignor (remitente) for the consequences that may arise from the lack of fulfillment of the contract of carriage.

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(As amended by Article 1 of Law No. 5217 of June 22, 1973) File article

If the carrier has carried cargo on the return journey, they may only charge the original shipper the amount necessary to cover the freight stipulated with them.

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If the countermand is limited to varying the route, the corresponding change shall be recorded on the same document, if there is one, and the price shall be the same as stipulated, if the new route is shorter and more favorable than the original one; otherwise, a new adjustment shall be made in accordance with the current tariffs.

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In that case, it shall be signed by both parties, and they shall sign the waybill, which must contain:

• a)Names, surnames, and domicile of the shipper and carrier; b) Name, surnames, and domicile of the person to whom or to whose order the goods are addressed, or details that they are to the bearer; c) Place of destination and delivery period; d) Designation of the goods stating their generic quality, weight, measurement, or number, marks or external signs of the packages containing them; e) Price of transport, indicating whether it is already paid in whole or in part; f) Date of issue of the waybill; g) Any other agreement reached by the contracting parties; and h) Signatures of the consignor and carrier or their agents or representatives.

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In every case of a valid transfer, the acquirer is subrogated in all the rights and obligations of the consignor.

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In the case of fraud by the carrier, all types of evidence tending to justify that the carried goods exceeded the enumerations in the waybill in quantity or quality shall be pertinent and effective.

Once the contract is fulfilled, the cancelled waybill shall be returned to the carrier, and by virtue of the exchange of this document for the carried object, the respective obligations shall be deemed fulfilled, unless in the same act the claims that the parties wish to raise are recorded in writing.

Should the consignee, due to misplacement or other reason, be unable to return the waybill signed by the carrier at the moment of receiving the carried goods, they must give a receipt for the delivered objects, this receipt producing the same effects as the return of the waybill. At the same time, they shall provide a satisfactory guarantee to the carrier for the event that the waybill appears in the hands of a legitimate third-party possessor. This guarantee shall remain in force for the limitation period, which is six months from the day of delivery of the merchandise to the consignee.

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• a)To deliver to the carrier or their agents the merchandise for transport in the conditions, place, and time agreed upon, with the necessary documents, municipal or of another nature, for the free transit and transport of the cargo. The merchandise or goods must be delivered duly packaged and conditioned to withstand the journey. They are presumed free of defect and well-conditioned when the carrier accepts them without objections or reservations; b) To suffer the confiscations, fines, and other penalties imposed for having omitted compliance with legal or regulatory requirements or demands to be able to carry out the transport, and to indemnify the carrier for the damages caused to them for these reasons; c) To suffer the losses or damages that proceed from the nature of the carried articles, from an act of God or force majeure, from the loss or deterioration that the merchandise may suffer due to negligence, fault, or fraud by their own employees or agents; d) To indemnify the carrier for the damages caused to them due to lack of fulfillment of the contract in accordance with the rules established in Articles 325 and 326; e) To reimburse any sum that the carrier has been compelled to supply for the benefit of the consignor, even if not provided for in the waybill; f) To send the waybill in due time to the consignee so that they can make use of it at the time the cargo reaches its final destination; and g) To pay the price of transport upon signing the waybill. If it is agreed that this price be paid by the consignee, the consignor shall remain jointly and severally obliged for said payment.

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• a)To vary the consignment of the merchandise while it is in transit, if they give the respective order to the carrier in a timely manner, delivering the waybill and paying any difference that may arise; b) To be allowed for the employees of their company to travel, with all legal insurances up to date and duly identified, to care for live animals or any other object requiring attention during the journey.

(As reformado the preceding subsection by Article 1 of Law No. 8955 of June 16, 2011) c) To demand the indemnification that arises from negligence, fault, or fraud by the carrier or their agents, as well as damages caused by the poor conditions of the vehicles or the inadequate organization of the company. If the waybill is transferred, such rights shall correspond to its legitimate holder.

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• a)To receive the merchandise for transport at the agreed time and place; b) To place it in a convenient location while it is not transferred to the vehicles in which the conveyance is to be made; c) To make the journey within the stipulated period, following the route indicated in the contract; d) If no term is set to begin the journey, to do so as soon as possible in accordance with their own regulations and customs; e) To care for and preserve the merchandise as a depositary from the time they receive it until they deliver it to the satisfaction of the consignee; f) To deliver the merchandise to the legitimate holder of the waybill. If the consignor or consignee alleges misplacement or loss of the waybill, the withdrawal of the merchandise shall be permitted by means of a receipt and a satisfactory guarantee, as set forth in Article 332, third paragraph; g) To pay, in the event of delay attributable to them, the indemnification agreed upon with the shipper; and if none was stipulated, to pay the amount of the damage they have caused. Said damage shall be determined by the competent judicial authority, by means of an expert appraiser appointed by them and following the procedures corresponding to acts of voluntary jurisdiction; h) To deliver the merchandise at the station or place of destination wholly in accordance with what is recorded in the waybill; i) To answer for the losses, damages, and injuries caused by their own negligence, fault, or fraud, or that of their employees or agents. To calculate the indemnification for the lost or damaged merchandise, the price prevailing in the place of destination shall be taken into account; j) To comply with the consignor's order regarding the destination of the merchandise, whether leaving it at a certain place along the route or taking it to another place, provided that, on their part, the consignor returns the waybill and pays any freight difference arising from the countermand, all in accordance with the following article; and k) In air transport, the carrier shall cover at their own expense the costs of stay and transfer of travelers who are forced, for service reasons, to make unforeseen stops or diversions in their routes and schedules, even if this is without the carrier's fault.

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• a)To demand payment of the price of the service upon signing the waybill, unless otherwise agreed; b) To receive the entirety of the agreed freight if, due to the shipper's negligence or fault, the transport is not carried out, provided that by virtue of the transport agreement, the carrier had assigned one or more vehicles for the exclusive purpose of carrying it out, deducting what the carrier may have profited from the conveyance of other merchandise in the same vehicle; c) To rescind the contract if, before beginning the journey or once it has started, a force majeure event prevents it; d) To demand a proportional increase in the freight if, due to a force majeure event, it is not possible to continue the journey on the agreed route, thus making the journey to be covered more expensive and longer; in such case, they shall not be entitled to charge any sum for expenses or for lost time; e) To demand from the shipper the opening and inspection of the packages containing the merchandise upon receiving them to begin the journey. If the consignor opposes such diligence, the carrier shall be free from all liability that does not arise from fraud. To be able to claim exemption from liability, the consignor's refusal must be recorded in the waybill; f) For the consignee to receive from the damaged cargo the merchandise that is unharmed, provided that, separated from that which has suffered damage, its value does not diminish, nor is it a complement to what was lost, and it maintains the same original importance for the consignee; g) To retain the transported merchandise as long as the freight is not paid; h) To promote the deposit of merchandise before the competent judicial authority of the place of destination, following the procedure corresponding to acts of voluntary jurisdiction, in the event that the consignee or their representative cannot be found, or if, upon finding them, they refuse to receive it. Before depositing the merchandise, it must be inspected by said authority; i) For the merchandise to be sold immediately, upon prior appraisal by an expert appraiser appointed by the competent judicial authority of the place, following the procedures established for acts of voluntary jurisdiction; and j) To refuse to transport merchandise that is poorly packaged or poorly conditioned and that for this reason may suffer damage during the journey, unless the consignor insists on the transport, in which case the company shall not assume any risk derived from such circumstance, provided that this is recorded in the waybill.

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• a)To receive the merchandise without delay provided that its condition allows it and that it has the conditions expressed in the waybill; b) To open and inspect the packages containing the merchandise at the time of their receipt, when the carrier so requests. If the consignee refuses to fulfill this obligation, the carrier shall be free from liability; c) To return the waybill or provide, in its absence, the receipt referred to in Article 332; d) To pay the freight price when so expressed in the waybill. They shall also pay any other justified and pertinent expenses that the carrier has incurred for the preservation of the goods; e) To formulate claims to the carrier in writing, within the eight business days following receipt of the merchandise, demanding the liabilities they have incurred regarding the transport; and f) To carry out the sender's orders, reporting to them without delay everything that occurs regarding the goods transported.

• a)To have the merchandise delivered at the place of destination, upon return of the waybill (guía) by them; b) To require the carrier (porteador), in their presence and that of a notary, and in the absence thereof, of two witnesses, to open the packages at the time of delivery to verify possible damage or loss. In the default of the carrier (porteador) or its agents, the proceeding shall be carried out by the consignee with the notary or the witnesses, as the case may be, as stated above; c) To be reimbursed for advances they have supplied; and d) If, based on the appearance of the packages, the consignee received them without any objection and upon opening them at their establishment or warehouse discovers such damage or loss, they shall formulate the corresponding claim in writing to the carrier (porteador) within eight days from receipt, provided they prove that, due to the nature of the damage, it must have been caused during transport.

Once the inspection is completed, a record of the result shall be drawn up, closing the packages in the same act. If the carrier's (porteador) suspicions prove unfounded, it shall bear all the expenses of the proceeding; and if, on the contrary, they prove founded, the sender, or the consignee as the case may be, shall have to pay those expenses without prejudice to the consequences that may arise from their lack of sincerity in the declarations.

These regulations, rates, or schedules are mandatory for all, provided they conform to the legal provisions governing the matter.

(SINALEVI note: In the case of Remunerated Transport of Persons, see article 2 of the Law Regulating Remunerated Transport of Persons in Motor Vehicles, No. 3503 of May 18, 1965)

In that case, the respective driver shall receive the merchandise or admit the passenger, and the contract entered into with that employee under such circumstances binds the company under the terms expressed.

• a)To print their regulations and post them in a visible place in the stations and warehouses, once they have been approved by the Ministry of Governance (Ministerio de Gobernación); b) To give passengers seat tickets and to give their shippers the respective waybill (guía). The company may not sell more tickets than the number of seats contained in the vehicle; c) To undertake and complete the journey on the days and times indicated in the announcements, even if all the seats are not taken or there is surplus space in the vehicle; d) To deliver the cargo at the agreed-upon points as soon as it arrives at its destination. The delivery shall be made to the lawful holder of the waybill (guía). If the consignee does not appear to collect the merchandise upon the vehicle's arrival, the company shall keep it in its warehouses until the interested party appears to collect it. The respective regulation shall specify the term during which the merchandise may remain in the warehouse, after which and from that moment the interested party must acknowledge warehousing charges (bodegaje); and e) Not to vary the established rates before the new ones are approved by the competent body. Once approved, if the change means a reduction, they shall be applied immediately; but if an increase is agreed upon, it may not be applied before one month from the respective publication. The company may not give special treatment to any client; if it does so, it shall be obligated to grant the same advantage to all those who have requested the company's service after the date on which it is proven that the rate reduction was given to a specific person or company. Cases of official and courtesy passes are exempt. They may also grant discounts or exemptions provided these are of a general nature and can be utilized by all those who meet the conditions required to qualify for the discounts or exemptions.

The proceeds of the auction shall cover the value of the freight (porte), interest, and other expenses, with any surplus remaining at the consignee's disposal.

The respective civil action may be brought, if the victim dies or is incapacitated, by the persons listed in article 162 of the Civil Code (*), even if they do not receive or do not need alimony; in such case, the amount of the indemnification shall be determined by the courts of justice and shall be paid in a single installment.

(*NOTE: refers to current article 169 of the Family Code)

• a)When it involves the transport of live animals; b) When it refers to merchandise that by its very nature suffers deterioration or loss; c) When, at the sender's request, the effects travel in uncovered cars, vessels, or vehicles, when customs and logic dictate that they should travel in covered or canopied vehicles; d) When the effects travel under the supervision of the sender's own employees; and e) When they arise from force majeure or the passenger's or sender's own fault, as the case may be.

The eight days referred to in the preceding paragraph for formulating the claim run for the carrier (porteador) from the moment it receives the merchandise for transport or from the delivery of the merchandise to the consignee, as the case may be; for the sender, from the moment it becomes aware of the damage caused; and for the consignee, from the moment it removes the merchandise from the destination station or warehouse. The six months for filing the judicial lawsuit shall begin to run, in any case, from the day after the journey is completed and the merchandise is available to the consignee at the respective station or warehouse.

762 of October 18, 1949.

(NOTE: refers to the Civil Aviation Law, a matter now regulated by Law No. 5150 of May 14, 1973, and its amendments)

Traveling Sales Agents (Agentes Viajeros)

• a)Those who travel as employees of a specific firm, through payment of a fixed salary, percentage, or other type of remuneration; and b) Those who travel on their own account and risk, acting for the benefit of one or more merchants. The former are called dependent traveling sales agents (agentes viajeros dependientes), and the latter, independent traveling sales agents (agentes viajeros independientes).

They carry out their work within or outside the national territory; they travel the itinerary set for them by their principal; they conduct firm merchandise purchase-sale contracts; they collect credits in favor of the firm and carry out the other acts or contracts that the principal firm entrusts to them. They may not arrange business on their own account nor represent more than one merchant or industrialist.

Once the contract is ratified by the firm, it binds both parties as if they had personally contracted.

All orders received by the independent agent shall be understood as simple proposals that shall not be binding on the principal, except at the moment it issues the letter or dispatch accepting them. The sending of the merchandise according to the order indicates acceptance. The principal shall have the right to accept or reject the contracting proposals, without being obligated to disclose the causes or reasons that have determined its decision. Orders made to independent agents become firm with respect to the buyer from the moment they are made and signed by the buyer and the agent.

The cash assets of their principal that they hold must be delivered without delay, and any loss that occurs shall be for their own account and risk, even if caused by a fortuitous event. Undue retention obligates them to pay legal interest and the damages caused to their principal due to the failure to deliver on time, in addition to possible criminal action if they have acted fraudulently (dolosamente).

Representatives of Foreign Firms

(Thus amended by article 1 of Law No. 5457 of December 20, 1973)

• a)To be Costa Rican or a foreigner duly established on a permanent basis in the national territory; b)(Repealed by article 3 of Law No. 8629 of November 30, 2007).
• c)To have sufficient preparation in commercial matters and be of recognized solvency and honorability; and d) REPEALED (Repealed by article 70, subsection h) of the second group of subsections, of Law No. 7472 of December 20, 1994)

(Repealed by article 70, subsection h) of the second group of subsections, of Law No. 7472 of December 20, 1994)

Their liability is limited to the strict fulfillment of the instructions they receive from the firms they represent, adhering to the most rigorous morality and commercial ethics.

(Repealed by article 70, subsection h) of the second group of subsections, of Law No. 7472 of December 20, 1994)

The respective lawsuit shall be notified to the firm at its domicile, warning it that it must appoint a person residing in the place where the court is located to represent it in the trial, and that if it fails to do so, the proceedings shall continue with a legal representative. If, due to having changed domicile, or for any other circumstance, it is not possible to notify the firm, the matter shall proceed in accordance with the provisions of the Code of Civil Procedure (*), relating to the processing of a lawsuit against a person of unknown domicile. The provisions of the respective treaties on this matter are preserved.

(* NOTE: currently Code of Civil Procedure)

(Thus amended by article 1 of Law No. 4625 of July 30, 1970)

Accountants and Clerks (Contabilistas y Dependientes)

(Repealed by article 2 of Law No. 4319 of February 5, 1969)

(Thus amended by article 2 of Law No. 4319 of February 5, 1969)

Similar communication is necessary for the correspondence of merchants, signed by the clerk (dependiente), to be effective with respect to the obligations contracted through it.

The authorization granted to a clerk (dependiente) to draw against a bank checking account must be given in writing.

Customs Agents or Brokers (Agentes o Corredores de Aduana)

(Repealed by article 255 (current 274), subsection a), of the General Customs Law No. 7557 of October 20, 1995)

(Repealed by article 255 (current 274), subsection a), of the General Customs Law No. 7557 of October 20, 1995)

(Repealed by article 255 (current 274), subsection a), of the General Customs Law No. 7557 of October 20, 1995)

(Repealed by article 255 (current 274), subsection a), of the General Customs Law No. 7557 of October 20, 1995)

(Repealed by article 255 (current 274), subsection a), of the General Customs Law No. 7557 of October 20, 1995)

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SINGLE CHAPTER Commercial Exchanges (Bolsas de Comercio)

They may not be constituted with fewer than ten shareholders and their shares shall always be nominative.

(Thus amended by article 2 of Law No. 7201 of October 10, 1990)

Securities exchanges (bolsas de valores) shall be governed by the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores).

(Thus amended by article 2 of Law No. 7201 of October 10, 1990)

• a)The founders may not subscribe or come to possess at any time a proportion greater than forty percent (40%) of the authorized capital. The sixty percent (60%) or more must be made available to the Ministry of Finance (Ministerio de Hacienda), so that it may place said shares among the public. The State, the Central Bank of Costa Rica (Banco Central de Costa Rica), and the state credit institutions may acquire shares in said corporations.
• b)The corporation must provide a guarantee for an amount equal to the authorized capital, to answer for the faithful fulfillment of all requirements demanded in this law and in the respective regulations. Said guarantee shall be of a permanent nature and may consist of mortgages, mortgage certificates or credits, joint and several surety from a person possessing sufficient assets, irrevocable cash deposits, or a guarantee bond issued by the National Insurance Institute (Instituto Nacional de Seguros), all to the satisfaction of the referenced ministry.
• c)The corporation shall be subject to the permanent oversight of the Central Bank of Costa Rica (Banco Central de Costa Rica) and it shall be exercised in accordance with the regulations that institution promulgates, which shall refer to the norms to be followed to carry out exchange (bolsa) operations; to the norms to be followed for the orderly functioning of the exchange (bolsa); and to the rates of the State or its institutions that are placed through it.

These regulations shall be authorized by the Central Bank of Costa Rica (Banco Central de Costa Rica), upon proposal by the interested exchange (bolsa).

(NOTE: According to legal opinion No. C-124-2005, issued by Dr. Fernando Castillo Víquez, Constitutional Prosecutor, subsection c) of this article has been tacitly repealed by Transitory Provision IX of Law No. 7732 of December 17, 1997, Securities Market Regulatory Law).

• d)The regulations issued by the exchanges (bolsas) containing the requirements for the authorization of exchange brokers (corredores de bolsa) must be registered with the respective ministry or state entity, and have its approval, as well as the initial or periodic fees that the former must pay to the exchange (bolsa).

(Thus amended by article 2 of Law No. 7201 of October 10, 1990)

• a)5% for the formation and increase of the legal reserve, up to completing 20% of the capital; b) 10% for the formation of a special reserve up to completing 40% of the capital; and c) The remainder shall be distributed in accordance with what is agreed upon by the shareholders' meeting.

Any person, natural or legal, may contract on the exchange (bolsa), depending on the nature of the latter:

• a)The purchase and sale of all kinds of metals, in accordance with the law authorizing that class of operations.
• b)The purchase and sale of all kinds of merchandise, in accordance with the samples exhibited.
• c)The purchase and sale of all kinds of agricultural products.
• d)The purchase and sale of all kinds of art objects, whether they are quoted as simple merchandise or taking into account their historical, archaeological, or other value.
• e)All other operations typical of this class of activities that are lawful and not expressly prohibited, or are not reserved for securities exchanges (bolsas de valores).

(Thus amended by article 2 of Law No. 7201 of October 10, 1990)

(Repealed by article 9 of Law No. 7201 of October 10, 1990)

(Repealed by article 192 of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

(Repealed by article 192 of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

Agents may not conduct operations on the exchange (bolsa) in their own name or on their own account, and shall act under the responsibility of the brokerage firm (puesto). The exchange (bolsa) may suspend or cancel the concession to the brokerage firm (puesto), or the authorization to the agent, at any time, for justified cause. The regulations of the exchange (bolsa) shall establish the bases for the payment of commissions and other charges, as well as the respective rates, registration fees, and other charges applicable to transactions conducted on the exchange (bolsa) or corresponding to the brokerage firms (puestos). These regulations shall be issued by the exchange (bolsa), in accordance with the provisions of this chapter.

(Thus amended by article 2 of Law No. 7201 of October 10, 1990)

In the case of merchandise or products, the brokers or agents must supply the exchange (bolsa) with the samples according to which they propose the sale, and must be responsible for them being representative of the lots or quantities offered. The exchange (bolsa) shall have the obligation to ensure that all these requirements are met and to allow free access to all the information in its possession to verify the validity of the registrations, inscriptions, and transactions that are made or desired to be made through it. However, the exchange (bolsa) shall not guarantee the solvency of the corporations whose shares, securities, or commercial paper have been registered or negotiated on it, nor that of the suppliers or buyers of merchandise acquired through it. Nor may it guarantee the payment of dividends or interest on any class of shares or securities, its sole responsibility being to answer that all the requirements demanded by law to conduct the operations have been met, that the documents giving rise to them are legitimate, and that the intermediary broker or agent is duly authorized.

The bulletin shall be faithfully recorded in a book or register that the exchange shall keep for that purpose, and the data shall be published periodically in the official gazette La Gaceta, in summary form.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990)

Negotiations conducted in contravention of the provisions of this chapter shall produce no effect whatsoever as commercial acts, without prejudice to the criminal liability that, in accordance with the laws, may apply to the contracting parties.

(Thus amended by Article 2 of Law No. 7201 of October 10, 1990) BOOK TWO

Obligations and Contracts

General Provisions

Whatever the form, language, or tongue in which they are concluded, the parties shall be bound in the manner and on the terms that appear they intended to be bound. Excepted from this provision are contracts that, in accordance with this Code or special laws, must be executed in a public deed or require a specific form or solemnities necessary for their effectiveness.

(Thus amended by Article 68 (currently 81) of the Law on Equal Opportunities for Persons with Disabilities No. 7600 of May 2, 1996)

(Thus amended by Article 68 (currently 81) of the Law on Equal Opportunities for Persons with Disabilities, No. 7600 of May 2, 1996)

If any of them cannot sign, another person shall sign at their request, with the assistance of two witnesses of their free choice. A blind or visually impaired person who requires it shall sign for themselves in the presence of two witnesses of their free choice. Letters, telegrams, or faxes shall be equivalent to written form, provided that the letter or the original of the telegram or fax is signed by the sender, or it is proved that they were duly authorized by the sender.

(Thus amended by Article 68 (currently 81) of the Law on Equal Opportunities for Persons with Disabilities No. 7600 of May 2, 1996)

(Repealed by Article 81 (currently 94), subsection a), of the Law on Equal Opportunities for Persons with Disabilities No. 7600 of May 2, 1996)

(Thus amended by Article 1, sub-article 25 of Law No. 8507 of April 28, 2006)

Consequently, the effects of default shall begin:

• a)In contracts that have a specific day set for their performance, whether by the will of the parties or by provision of law, on the day after their expiration; and b) In cases that have no set term, from the day after the day on which the creditor demands payment from the debtor, judicially or extrajudicially. The receipt from the post office creates a presumption, barring proof to the contrary, that the letter or telegram sent refers to the extrajudicial demand.

In the absence of an indication on the matter, performance shall be where it would be verified according to the nature of the business, or where the law or custom determines it. In the case of obligations payable in money, commercial paper, or other securities, in which no domicile for delivery has been designated, delivery shall be made at the commercial establishment or office of the debtor, and in the absence thereof, at the latter's residence.

In this case, the creditor must be satisfied with goods of average species and quality. If no understanding is reached, the matter shall be resolved by the competent judicial authority, following the procedures established for acts of voluntary jurisdiction.

• a)If set in days, the day on which the contract was signed shall not be counted, and the debt shall mature on the last day of the term.
• b)If set in weeks, the debt shall mature in the last week, on the day that corresponds by name to the day on which the contract was signed; and c) If the term is set in months, the debt shall mature on the day in the last month that corresponds by number to the day on which the contract was signed; if there is no corresponding day in the last month, the obligation shall be performed on the last day of that month.

The expression "half month" is equivalent to fifteen days; if the term is one or several months and a half month more, the fifteen days shall be counted last.

When an obligation must be performed within a certain term, the debtor must satisfy it before its expiration.

If the obligation matures on a Sunday, a holiday, a day of rest, or another day on which the establishment where payment must be made is closed due to force majeure, it shall be satisfied on the next business day.

If the damages exceed the amount of the penalty, the creditor may claim greater compensation only if they prove fraud by the debtor.

If the obligation to do something is personal and the debtor refuses to perform it without just cause, the creditor shall have the right to claim compensation for damages.

9342 of February 3, 2016)

Every guarantor of a commercial obligation, even if not a merchant, shall be jointly and severally liable with the principal debtor and with the other guarantors, except as stipulated in the contract.

(NOTE: currently governed by the Civil Procedure Code in Article 396 and following)

Of Purchase and Sale

• a)That conducted by a commercial enterprise, individual or collective, in the normal operation of its business, whether of objects purchased for resale in the same state or after being processed; b) That of real estate acquired for resale with a profit motive, whether transformed or not. The purchase and sale of real estate shall also be commercial when it is acquired with the purpose of leasing it, or to install a commercial establishment therein; c) That of aircraft and seagoing vessels, commercial paper, titles, securities of any nature, and shares of commercial companies.

In this case, the seller is obliged to deliver it or, failing that, to pay damages. The purchase and sale shall be null when the buyer, upon entering into the contract, knows that the thing belongs to another.

The promise of sale of another's property shall be valid. Whoever offers such a thing shall be obliged to acquire it and deliver it to the buyer, under penalty of paying damages.

If the thing fails to come into existence, the contract shall be resolved without liability for either of the contracting parties. If the price has already been paid in whole or in part, the seller shall be obliged to return the sum received; unless there was fault, fraud, or negligence on their part, in which case they shall also be liable for the damages caused.

• a)If the offeror sets a waiting period, they shall be obliged to maintain their offer until that day; and b) If no waiting date is set, they shall be obliged to maintain their offer for five days, if it involves the same city; if it involves another city within the national territory, ten days; and if it is abroad, one month. These terms shall be counted from the day the offeror deposits the offer in the post office.

If the response contains some modifications or conditions, the contract shall not be perfected until the original offeror accepts the changes and makes that acceptance known. That response, in turn, shall produce the perfection of the contract when it comes into the possession of the prospective buyer.

If the contract has as its object things habitually sold by the seller and the parties have not agreed upon the price or the method of determining it, it shall be presumed that they have agreed to the price normally charged by the seller, unless it involves things that have a market or exchange price, in which case it shall be determined by the price they had in said establishments of the place on the day the contract was concluded.

The buyer shall have the right to make a claim against the seller on these grounds if they received the thing packaged (enfardada) or crated, provided that within five days following its receipt they notify the seller or their representative in writing of a defect proceeding from a fortuitous event or force majeure, or deterioration due to the very nature of the things. The seller may demand that upon delivery an inspection be made regarding quality and quantity. Once that inspection is made in the presence of the buyer or their person in charge of receiving goods, if they are satisfied, no further claim shall be admissible.

If the defects are hidden (vicios ocultos), the buyer must report them in writing to the seller or their representative within ten days from delivery, unless otherwise agreed.

The judicial action shall expire in three months counted from delivery.

The competent judicial authority, at the request of the interested party and following the procedures established for acts of voluntary jurisdiction, may set a period for the repair of the thing, or, if applicable, order its replacement without prejudice to compensation for damages. If the guarantee of proper functioning has no term, it shall be understood as given for one year.

If the examination must be made at the seller's establishment, the seller shall be released if the buyer does not examine it within the period established by the contract or the custom of the marketplace; in the absence of both, within the term set by the seller.

If upon entering into the contract the thing is already in the buyer's possession and the buyer does not express dissatisfaction within twenty-four hours, their silence shall be interpreted as acceptance of quality and quantity.

The trial must be carried out in the form and period agreed upon in the contract; in the absence of a stipulation, custom shall be observed.

It is necessary for the thing sold to be individualized for the purpose of considering its ownership transferred. Individualization shall be done by mutual agreement between the parties, unless by agreement or established custom it is done by the seller.

• a)If it involves movable property such as automobiles, motors, pianos, sewing machines, or other similar objects that can be identified, the contract must be made in authentic form. The resolution of the contract shall be effective against third parties when the resolution clause has been registered in the Movable Property Registry (Registro de Muebles); and b) If it involves movable property whose identification cannot be established in an indubitable manner, the resolution of the contract shall not be effective against a third party in good faith who has acquired them or accepted them as security for an obligation.

In the case of motor vehicles, the consequences arising from any crime, quasi-crime, or infraction caused to third parties by the use of the vehicle shall be the exclusive responsibility of the buyer.

Failure to notify these circumstances shall mature and render the obligation enforceable. The seller shall enforce this right through the procedures corresponding to acts of voluntary jurisdiction.

• a)When the thing sold is not a specific object, identifiable by marks, numbers, or distinctive signs that prevent its confusion with others of the same kind; b) When, by agreement, custom, or law, the buyer has the power to examine and test the thing and it perishes or deteriorates before the buyer is satisfied with it; c) When the effects sold are to be delivered by number, weight, or measure; d) When the sale was made on the condition of making delivery within a specific period, or until the thing is in a condition to be delivered in accordance with the stipulations of the sale; e) When the seller falls into default in delivering the thing sold, the buyer being ready to receive it.
• f)When in alternative obligations one of the things sold perishes fortuitously, the obligation is limited to the remaining thing; but if it has perished through the fault of the seller, the buyer may request delivery of the existing one or the price of the lost one. If both perish, the obligation shall be canceled with the price of the last that perished, and if they have perished simultaneously, with that of the one the seller chooses, unless the right of choice belongs contractually to the buyer.

The sum stated in a commercial invoice is presumed accurate, and the signatures covering it, authentic.

In the case of it being recorded in a physical document, the corresponding fiscal stamp (timbre fiscal) must also be added at the time of presenting it for judicial collection. The value of the stamp shall be that which would correspond to a promissory note and shall be charged to the debtor as collection costs.

The electronic invoice, that is, one recorded in a digital document, shall also be an enforceable instrument, provided it has the digital signature of the buyer or their duly authorized agent, in which case, the corresponding fiscal stamp must be added to the printed copy of the digital invoice that will be provided with the complaint together with the digital backup of the original.

(Thus amended by the sole article of the Law on the Digitalization of Judicial Collection, No. 9973 of April 9, 2021)

The rules of endorsement of order securities shall be applicable to said endorsement, especially Article 705.

The preceding rules shall be extensible to commercial and service invoices that are supported by electronic documents, insofar as applicable to the computer systems that permit the issuance, reception, transmission, and acceptance of said invoices, in accordance with the corresponding legislation or regulations.

Regarding invoices issued by electronic means, recorded in a digital document, acceptance that operates as established in Article 460 ter of the Commercial Code shall be valid, as well as acceptance expressed through electronic receipts, confirmation messages, or any other equivalent signal issued or sent by the debtor, subscribed by means of a digital signature or certified digital signature. The electronic receipts, confirmation messages, or any other equivalent signal that the debtor issues or sends as a manifestation of acceptance shall have legal efficacy and evidentiary force.

(Thus added by Article 55 of the Development Banking System Law, No. 8634 of April 23, 2014) (Thus amended by Article 1 of the Law to Confirm the Enforceable Instrument Character of the Electronic Invoice and to Constitute it as a Negotiable Instrument, No. 10039 of September 30, 2021)

The Dirección General de Tributación shall regulate the formal requirements of electronic invoices, as well as the mechanisms for acceptance and public consultation so that their acceptance can be verified by third parties.

The central securities depository shall proceed with the receipt, confirmation, custody, and book-entry registration of the electronic invoice as a security.

The book-entry registration of the electronic invoice with the central securities depository shall grant the issuer or the legitimate holder of the electronic invoice the right of circulation and negotiation of this security in the secondary securities markets organized for that purpose.

For the purposes of book-entry registration of invoices, the issuer or the legitimate holder may request the book-entry registration of the corresponding invoice before a central securities depository, submitting the electronic documentation representing the invoice and the identification and contact information of the respective payer. The central securities depository shall proceed, as a precondition to book-entry registration, to confirm the acceptance of the invoice with the payer. The confirmation of acceptance of the invoice shall be considered valid if made by the payer to the central securities depository by means of electronic receipts, confirmation messages, or any other equivalent signal issued or sent by the debtor subscribed by means of a digital signature or certified digital signature.

The payer shall have a period of ten business days, counted from the receipt of the request for confirmation of the invoice, to accept it, or to reject it for any of the following situations: for challenging any information stated therein, because the definitive receipt of the goods or services stated therein has not occurred, because any claim exists regarding the goods or services acquired, because they know there is an assignment or encumbrance in favor of a third party of the economic rights contained in the invoice or of the invoice itself included in the Sistema de Garantías Mobiliarias, or for rejecting the claim for collection of the sum stated therein considering it unfounded, excessive, or reckless.

The lack of response from the payer, within the period referred to in this paragraph, shall be understood as confirmation of the acceptance of the invoice. In the event of any claim after the book-entry registration due to hidden defects or a defect in the good or service, the payer may assert personal defenses (excepciones personales) that apply solely against the issuer of the invoice, without having the right to withhold, vis-à-vis third parties, the amount pending payment, nor to delay payment according to the date or dates indicated in the invoice. If they knew of the existence of an assignment or encumbrance on the economic rights contained in the invoice included in the Sistema de Garantías Mobiliarias and the payer did not indicate it, they must meet said obligations without being able to object to the payment of the invoice endorsed for book-entry registration or negotiation. The acceptance of an invoice by the payer before a central securities depository does not prevent the collection of fines or penalties for contractual breaches by the supplier, whether for defective or late deliveries of the goods or services.

When it involves the Public Administration, centralized or decentralized, public enterprises, non-state public entities, trusts, or private entities that administer or dispose, by any title, of public funds, acting as the payer of a commercial or service invoice, duly registered in book-entry form by its holder before an authorized central securities depository, for payment to a third party, who became the holder of it in the securities market, that third party, and not the issuer of the invoice, must be current with social security contributions, in accordance with Article 74 of Law 17, Constitutive Law of the Caja Costarricense de Seguro Social, of October 22, 1943.

Once the book-entry has been made on the invoice, the change of ownership in the central securities depository's records, resulting from the negotiation of the instrument, shall be deemed equivalent to an endorsement. As of the book-entry, no credit notes or modifications may be applied to the invoice without the consent of the new holder. The change of ownership registered by a central securities depository shall be equivalent to the possessory transfer of the invoice.

Central securities depositories may issue certificates of ownership, amount, and acceptance status of the invoices. Likewise, they may develop the corresponding facilities to record the changes of ownership of electronic invoices corresponding to the negotiations carried out on these instruments in the secondary securities market organized for this purpose.

The book-entry systems for invoices shall be governed by the provisions of Law 7732, Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), of December 17, 1997, for the purposes of the registration and book-entry of publicly offered securities; likewise, by regulation, central securities depositories shall establish the procedures for the execution of the book-entry process. The authorization to operate as a central securities depository granted by the Superintendencia General de Valores (Sugeval), in accordance with the law, shall be sufficient for an entity of this type to develop the book-entry service.

(Thus added by Article 2 of the Law to confirm the character of an executory title to the electronic invoice and to constitute it as a negotiable instrument, No. 10039 of September 30, 2021)

• a)By the delivery receipt not objected to by the buyer; b) By the transfer of the bill of lading or waybill during the transport of the merchandise; c) By the buyer's affixing of his mark on the merchandise with the knowledge and acquiescence of the seller; d) By the delivery of the keys of the warehouse, store, or box in which the thing sold is located; e) By the entry in the book or certification issued by public offices in favor of the buyer, by agreement of the parties; and f) By any other means recognized by commercial custom.

If part of the merchandise has been saved, the buyer shall have the right to affirm the contract for that portion.

The seller is obliged to contract the transport and take out the type of insurance for the benefit of the buyer, in accordance with the contract. The merchandise shall travel from the place of shipment to the destination at the buyer's expense and risk. The above provisions shall also be applicable, to the extent pertinent, when the purchase is made including only cost and freight, known in commerce by the acronym "C and F" (C y F).

Bills of lading, air waybills, and consignment notes shall have the character of an executory title for the purposes of collecting the freight price, provided that said price is stated in the document and it is signed by the consignee, his agent, or his representative duly authorized in writing.

(Paragraph thus added by Article 166, subsection c), of the Organic Law of the Central Bank of Costa Rica (Ley Orgánica del Banco Central de Costa Rica) No. 7558 of November 3, 1995)

However, claims that may be raised for a shortage in quantity or defect in quality, or for not being in conformity with the samples or catalogs that served as the basis for the contract, or for any other reason attributable to the seller, shall be made within the term already provided in Article 450, the terms being counted in such case from the day the buyer received the merchandise.

As for possible claims for quality or quantity or other deteriorations attributable to the seller, the provisions of Article 450 of this Code shall apply.

The seller may likewise request judicial deposit when the buyer delays receipt of the goods; and in this case, the costs of transport to the deposit and conservation thereof shall be borne by the buyer.

Of the Sale of Mercantile and Industrial Establishments

The sale of a commercial or industrial establishment includes all its elements and whatever forms the assets and liabilities, unless otherwise expressly agreed.

The depositary shall have all the responsibilities that the law establishes for the performance of functions of that nature, and must appear to accept and receive the values. If a notary is designated, he shall record his own acceptance, without this implying a violation of the provisions of the Notary Law (Ley de Notariado). In the case of an auction, once the price is deposited, the Judge shall convene the creditors for the meeting referred to in Article 483. The expenses incurred by the publication of the edicts shall be covered with part of the deposited price.

The personal obligations of the seller shall not be taken into account if he does not prove that they were contracted for the benefit of the establishment and on the occasion of its operations.

Credits not presented within the indicated term shall be collectible from the seller, without the sold establishment being liable. Creditors who appear in time and whose credits have not been recognized may, through the corresponding legal channel, sue for their recognition in accordance with the nature of the instrument on which they base their credit, and a portion equal to the amount thereof shall be deposited to the order of the judge of the case, to be delivered in due course as decided by judgment. The depositary, upon delivering that sum, shall be relieved of his responsibility with respect thereto.

If the amount of the credits is higher than the deposited price, or if all cannot be covered because there are instruments forming part thereof that are not liquid and due, the entire amount shall be deposited with the competent judicial authority, so that the liquidation of the case may proceed through the corresponding procedures.

For the opposition to succeed, not only is such proof indispensable, but also making a formal offer to take it for the amount they indicate, or presenting a buyer who pays said amount in cash.

The sale shall become final upon payment of that difference in cash.

The discounting thereof must be done prior to the publication of the notice, since, as to the creditors, the deposit must be in money, unless they unanimously provide otherwise. The discount shall in no case affect the creditors.

Previous obligations of the seller in favor of the acquirer or advance payments cannot be taken as part of the price if other creditors remain unpaid and uncovered, except in the case where the acquisition was made by auction in a proceeding brought by a creditor who, under those circumstances, was awarded the business.

Of the Assignment of Credits

This notification may be made by notarial diligence, certified letter, or another authentic or easily verifiable form.

This notification shall not be necessary in cases where, previously established as valid in the initial contract, it concerns operations in which rights are assigned as components of a credit portfolio for:

• a)Guaranteeing the issuance of securities (títulos valores) through a public offering.
• b)Constituting the assets of a company, for the purpose of that company issuing securities (títulos valores) that may be publicly offered and whose amortization and interest services are guaranteed by said assets.

The assignment shall be valid from its date, as recorded in a public document of certain date. These operations shall be exempt from all stamps and taxes, and the notarial fees shall be established by mutual agreement between the parties.

(Thus added these two final paragraphs by Article 187, subsection d), of the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores) No. 7732 of December 17, 1997)

If he makes no statement regarding such exceptions within that term, they shall be rejected if he attempts to assert them later. Exceptions that appear from the document may be raised against the assignee at any time in the same manner in which they would have been raised against the assignor.

For the purposes of the cases established in subsections a) and b) of the preceding article, the debtor may only raise against the assignee the exception of payment, provided that this is documented and was made prior to the assignment, and the nullity of the credit relationship.

(Thus added this final paragraph by Article 187, subsection e), of the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores) No. 7732 of December 17, 1997)

Of the Loan

In the absence of an agreement, the compensation shall consist of legal interest calculated on the sum of money or the value of the thing lent. Ordinary interest shall begin to accrue from the date of the contract, and default interest from the maturity of the obligation.

In the case of variable interest, national or international reference rates or indices may be agreed upon to determine the variation, provided they are objective and publicly known.

Legal interest is that which is applied suppletorily in the absence of an agreement, and is equal to the basic passive rate (tasa básica pasiva) of the Central Bank of Costa Rica for operations in national currency and to the 'prime rate' for operations in United States dollars.

The interest rates provided for in this article may be used in all kinds of mercantile obligations, including those documented in securities (títulos valores).

(Thus amended by Article 167, subsection h) of the Organic Law of the Central Bank of Costa Rica (Ley Orgánica del Banco Central de Costa Rica), No. 7558 of November 3, 1995)

When both ordinary and default interest are agreed upon, the latter may not exceed the rate agreed for ordinary interest by thirty percent (30%).

When ordinary interest is not agreed upon, but default interest is, the latter may not exceed the legal interest rate indicated in the preceding article by thirty percent (30%).

(Thus amended by Article 167, subsection h), of the Organic Law of the Central Bank of Costa Rica (Ley Orgánica del Banco Central de Costa Rica) No. 7558 of November 3, 1995)

Interest shall be paid according to the terms of the agreement, and, in the absence thereof, at the same times and conditions under which the principal is to be paid.

If no term for doing so has been fixed, the obligation shall be demandable ten days after the date of granting.

• a)When the securities stipulated in the contract have been diminished, or those that he is obliged to give by agreement or by law have not been given; b) When, the debt being divided into several installments, he fails to pay any of them; c) When he intends to leave the country without leaving known and sufficient assets to answer for the payment of his obligations; and d) When the debtor does not duly attend to the conservation of the mortgaged property or the asset given in pledge.

However, if, upon liquidation of a debt, interest is owed, it may be added to the principal to form a single total. Upon granting a new document or extending the previous one, interest may be stipulated on the entirety of the obligation.

Of the Surety Bond

A mercantile surety bond shall always be joint and several (solidaria), except for reservation to the contrary, and consequently, the surety may not invoke the benefit of excussion.

In obligations with a term, the creditor who does not require a surety upon entering into the contract may require one later, if the debtor suffers a notable decrease in his assets or intends to leave the country without leaving sufficient assets against which the obligation may be enforced. The debtor obliged to provide a surety, or to replace it, shall lose the benefit of the term if he fails to do so within the term that the creditor marks for him by means of a notarial or judicial request. That term may in no case be less than ten days.

• a)If the debtor suffers a decrease in his assets, such that he is at risk of becoming insolvent; b) If he intends to leave the country without leaving assets upon which an attachment may be executed; c) If the debt becomes due; and d) If three years have elapsed, and the principal obligation has no fixed term and is not for consideration.

The action against both the debtor and the sureties shall have the character that corresponds, according to the laws, to the instrument in which the principal obligation was recorded.

When there are several joint and several sureties, but they did not grant the guarantee simultaneously, if one of them pays the obligation, he shall have the right to demand full reimbursement from any one who preceded him or from all of them, but shall have no action whatsoever against those who succeed him.

As for the action the surety has for reimbursement, it shall be subject to the legal situation of any claim against an incapacitated person or against a minor, in accordance with the provisions of the Civil Code.

Dation in payment extinguishes the surety bond, even if the creditor later loses the asset received through eviction.

Of the Deposit

He may exercise the right of retention as long as the compensation due to him is not paid.

In the exercise of the deposit, the depositary shall be liable for the deteriorations, damages, and losses that the deposited things suffer through fault, willful misconduct (dolo), or negligence on his part or on the part of his employees or agents.

The depositary may not use the thing deposited, except when dealing with fungible things and with prior authorization from the owner.

The risks of said deposit are borne by the depositary, any damages they suffer being at his expense, if he does not prove that they occurred due to force majeure or a fortuitous event. When deposits of money are constituted purely and simply without specification of currency, nor in sealed or closed boxes or envelopes, the depositary is liable for the deteriorations, damages, and losses suffered by the deposit.

The deposit must be returned to the depositor upon his request, unless a term has been fixed for the benefit of the depositary. The depositary may, for just cause, return the thing before the agreed term. If no term has been fixed, the depositary who wishes to return the thing must notify the depositor in writing of the date of return, with a notice period of not less than fifteen days.

In this case, without the depositor's own obligations ceasing, the depositary shall assume the character of owner for the purposes of losses, damages, and deteriorations that the deposited things may suffer.

Of the Pledge Contract General Provisions

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

(Thus amended by Article 74 of Law No. 9957 of April 14, 2021 "Ley Concursal de Costa Rica")

9246 of May 7, 2014)

9246 of May 7, 2014)

9246 of May 7, 2014)

9246 of May 7, 2014)

At the time of entering into the contract, the creditor may be authorized to put the items given as security up for auction by means of a sworn broker (corredor jurado) or notary and without the need for judicial proceedings. In this case, it shall be the obligation of the sworn broker or notary public in charge of the auction to publish, once only in the official gazette, the notice of auction with eight days' notice, counting among them the day of publication and the auction. The notice must contain at least the following requirements: the day, time, and place where the auction will be held; the concise description of the nature, class, and condition of the goods subject to auction; the auction base price; a statement of whether the auction is made free of encumbrances (gravámenes) or annotations. The date of the auction must be notified in writing to the debtor at least ten days in advance. The base price for the auction shall be that set in the respective contract, and if none was provided for, the current market price on the day the sale is requested shall serve as the base price, under the responsibility of the sworn broker or notary.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

Of the Constitution of the Pledge

The debtor shall retain, in the name of the pledge creditor, possession of the pledged item and shall assume the obligations and responsibilities of a depositary; furthermore, they shall be liable for damages suffered by the things that do not arise from a fortuitous event, force majeure, or the very nature of the objects. The document or certificate attesting to the constitution of the pledge or the certification from the Registro de Bienes Muebles shall serve as proof of the deposit.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014) (Note from Sinalevi: See below the Transitory Provision of Article 554, which states: "...that any modification, extension, partial or total cancellation, or other legal act linked to pledge contracts, duly registered before the entry into force of this law, shall observe the procedure set forth in the prior legislation...")

Of the Pledge in the Possession of the Creditor or a Third Party

The creditor or the third party shall assume, in that case, the character of depositaries, and shall be liable for the deteriorations and damages suffered by the object due to their fault, fraud, or negligence, or that of any of their delegates or dependents.

Of Privileges

If the debtor omitted that warning when constituting the pledge guarantee in the new document, and did not state that there are other encumbrances of a preferred order, they shall be considered guilty of fraud and punished in accordance with the provisions of the Penal Code.

The Registry shall not register any document in which a pledge encumbrance is constituted without first reviewing, under its responsibility, the registration entries to determine if any prior contract regarding the same registrable movable property is registered or pending. In case of doubt regarding identification, the Registry shall require, before proceeding with the registration, the necessary clarification from the contracting parties.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

The provisions on this matter set forth by the Ley Orgánica del Sistema Bancario Nacional are preserved.

9246 of May 7, 2014)

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

If several items are given in pledge and the contract did not limit the liability of each one of them, it shall be understood that all and each one are liable for the entirety of the debt; but if the liability was limited, each item or group of items or goods shall be liable for the portion assigned to it in the guarantee.

(Thus amended by Article 1 of Law No. 3303 of July 20, 1964)

9246 of May 7, 2014)

If the debtor does not comply with the order within the set term, the creditor shall be authorized to do what is necessary to properly attend to the care of the affected goods, in which case the expenses incurred by the creditor shall be considered as accessory obligations covered by the pledge encumbrance. In highly qualified cases, the judge may remove the deposit of the goods from the debtor and confer it upon the creditor or a third party. They may also order, when they deem it necessary, the auction of the goods, in which case the debtor shall lose the benefit of the term.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

9246 of May 7, 2014)

9246 of May 7, 2014)

9246 of May 7, 2014)

Of the Pledge Registry

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

9246 of May 7, 2014)

9246 of May 7, 2014)

Of the Registration and Transfer of the Pledge Certificate

The contract must contain the first name, last names, qualities, and domicile of the creditor, if a natural person, or the business name or denomination, if a legal entity. It must set forth an exact description of the goods given as security, their liability, the valuation for auction, the indication of who the depositary is, the specification of insurance, if any, the place of payment of principal and interest, the maturity date, and all other data indispensable for identifying the goods given as security and their liability.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

9246 of May 7, 2014)

The assignor shall be jointly and severally liable with the debtor, unless the assignment contains statements that modify, limit, or eliminate that liability. The assignment must be notified to the debtor and registered in the Registro de Bienes Muebles.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

If the contract was recorded in a public deed, any modification agreed upon between the parties may be made in the same manner, without it being indispensable to submit the main contract to the Registry again. Whenever a thing given in pledge is transferred by any title, this contract must be annotated in the Registry, for the purpose of knowing who must be requested for the presentation of the objects given as security, in case of auction. Also, that acquirer shall be notified, in case they wish to pay the obligation rather than abandon the goods to execution.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

However, acts or contracts that are executed or granted by a person who appears in the Registry with the right to do so, once registered, shall not be invalidated with respect to third parties in good faith, even if the grantor's right is subsequently annulled or resolved by virtue of an unregistered title or implicit causes, or causes that, although explicit, do not appear in the Registry.

This last annotation shall have the value conferred upon it by Article 458 of the Código de Procedimientos Civiles.

(Thus amended by Article 82 of the Ley de Garantías Mobiliarias, No. 9246 of May 7, 2014)

Of the Payment and Extinction of the Pledge (NOTE: Article 4 of the enactment law of the Código Procesal Civil, Law No. 7130 of August 16, 1989, changed the name of this Section as shown)

The creditor, upon receiving payment, shall deliver the document with the respective certification of cancellation.

If the creditor refuses to receive payment or to cancel the title, the debtor may, before the judge of the creditor's domicile, make the corresponding consignment (consignación). This consignment does not require a formal tender of payment.

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

If the creditor refuses to partially cancel while being obligated to do so, the interested party may consign the corresponding sum to the order of the judge.

If there are several things given in pledge and the contract has set their liability separately, the debtor shall be entitled to the allocation of payments (imputación de pagos), unless otherwise agreed, and at any time may request the release of the object whose proportional value and interest are covered by the payment.

(Thus amended by Article 3 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

• a)By prescription (prescripción), the term of which is four years from the maturity of the obligation; b) By full payment; c) By the resolution of the right of the constituent, in cases where, according to the law, the resolutory actions prejudice third parties; d) By judicial sale in cases where the buyer must receive the thing free of encumbrances; and e) By extinction of the principal obligation.

(Repealed by Article 4 of Law No. 7130 of August 16, 1989)

This shall be observed, unless it is expressly agreed in the document that the pledge of a lower degree maintain that degree even when the prior ones are cancelled. The new encumbrance may not be greater than that which existed when the pledge was established.

Of the Publishing Contract

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

(Repealed by Article 161 of Law No. 6683 of October 14, 1982)

Of the Current Account Contract Of the Current Account in General

The settlement shall determine the identity of the creditor, that of the debtor, and the balance owed.

If there are guarantors or co-obligors for a credit included in the account, they shall remain obligated, under the terms of their contracts, for the amount of that credit in favor of the current account holder who made the remittance, and insofar as the latter is a creditor of the balance.

In the event that an attachment is levied on the eventual assets of one of the current account holders, the other may request the resolution of the contract.

In the absence of an express reservation, the admission of an item into a current account shall be presumed to have been made purely and simply.

• a)The expiration of the stipulated term; b) The consent of the parties; c) The opening of the liquidation phase in an insolvency proceeding (proceso concursal) of either of them; and (Thus amended the preceding subsection by Article 74 of Law No. 9957 of April 14, 2021 "Ley Concursal de Costa Rica") d) The will of one of the parties to terminate it, when no term was stipulated, and provided they notify the other party thirty days in advance.

They may also agree on interest on balances, commissions on sales, and other pertinent clauses in commerce. If none of this was stipulated, default interest shall be calculated as provided in Article 498 of this law, and if there are commissions to be settled, the custom of the marketplace (uso de la plaza) shall be followed.

(Thus amended by Article 167, subsection h), of the Ley Orgánica del Banco Central de Costa Rica No. 7558 of November 3, 1995)

Certifications of overdraft balances in bank checking accounts and credit lines for the use of credit cards, issued by a certified public accountant (contador público autorizado), shall also have the character of an enforceable instrument (título ejecutivo).

(Thus added this paragraph by Article 166, subsection d), of the Ley Orgánica del Banco Central de Costa Rica No. 7558 of November 3, 1995)

Of the Bank Checking Account

Draws against the funds in a bank checking account shall be made exclusively by means of checks, without prejudice to the debit notes that the depositary issues, when authorized to do so.

The intervention that, in fulfillment of their functions as determined by law, is carried out by the Superintendencia General de Entidades Financieras, or the Dirección General de Tributación authorized for this purpose, is excepted.

The Superintendencia General de Entidades Financieras (Sugef) shall provide to the Superintendencia General de Valores (Sugeval) the information on bank accounts, orders, and transactions that the latter requests in order to attend to requests for information, under the terms of a Multilateral Memorandum of Understanding signed between the Superintendency and foreign authorities, members of the International Organization of Securities Commissions, that complies with applicable legislation and regulations.

(Thus added the preceding paragraph by Article 10 of Law No. 9746 of October 16, 2019) (*) To make the delivery of information, under the terms indicated in the preceding paragraph, the Superintendencia General de Valores must have a request from a foreign authority containing at least the following:

• a)A description of the facts that are the object of the investigation and that motivate the request, as well as the purpose for which the assistance is requested.
• b)A description of the assistance requested by the foreign authority and the indication of the legislation that may have been breached.

(*) (Thus added the preceding paragraph by Article 10 of Law No. 9746 of October 16, 2019) The information provided shall be that necessary for the requesting foreign authority to be able to reconstruct financial transactions carried out.

(Thus added the preceding paragraph by Article 10 of Law No. 9746 of October 16, 2019) (Thus reformed by Article 15 of Law No. 9068 of September 10, 2012, "Ley para el cumplimiento del estándar de Transparencia Fiscal")

The closure of a checking account terminates the contract. It is the Bank's obligation to close the checking account of those persons who, in its judgment, make improper use of the same.

(The Sala Constitucional, through resolution No. 6850 of June 1, 2005, declared that this article is not unconstitutional ".provided it is interpreted that the closure of the checking account by a banking entity must be motivated and based on objective elements derived from the specific operating conditions of the checking account contract.")

Checks must be issued in such a way that they do not lend themselves to forgeries or alterations.

Once collected by the Bank, their value shall be credited definitively. Against deposits received for accounts domiciled in another office of the same bank, drawing shall only be permitted when the deposit is definitively credited in the corresponding checking account. For the purposes of this article, when the collection of checks or other securities is carried out through the Clearing House (Cámara de Compensación), this entity shall set the timeframes for considering the securities definitively credited to the account.

Said receipt must bear, to be valid, a seal or mark of the Bank, which serves as a security guarantee for both parties.

In the event that the receiving office has been unable to effect the debit from the drawer's account because the document does not meet the required conditions, it may charge the amount of such checks or securities to the depositor's account, provided that the debit is effected on the same day the deposit was made.

If such securities are drawn on drawees with a domicile different from that of the receiving Bank, the indicated timeframe shall be counted from the moment they are presented for collection by the person or entity that the receiving Bank has charged with doing so, in the domicile of the drawees. In both cases, if the payment of the securities is denied for any reason, the receiving Bank shall debit the value thereof to the depositors' account when the respective documents are returned.

In this case, it is not indispensable for the depositor to endorse it; rather, a notation indicating that the amount of the check must be credited to the owner's account is sufficient.

Only in special cases may the Bank consent to another form of withdrawal of funds.

If within the sixty days following the sending, the client does not object to the statement, the accounts shall be deemed recognized in the form presented and the debit or credit balance indicated in said statement accepted.

The maximum period for requesting this certification shall be four years after the check payment date, and banks may charge for this service. The microfilming or the certified digital image shall constitute full proof with respect to all documents related to the operation of the checking accounts and shall have the same legal value as the original document. The Banco Central de Costa Rica shall determine, in the Payment System Regulations (Reglamento del Sistema de Pagos), the conditions that the certified digital image must meet.

(Thus reformed by Article 187, subsection f), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

Draws against the authorization may be made by means of checks, ATM cards, debit cards, or any other means agreed upon by the parties. The balance resulting at the end of the bank overdraft contract may be demanded through the guarantee instrument agreed upon by the parties, or through the simplified executory proceeding (vía ejecutiva simple).

(Thus added by Article 166, subsection e), of the Organic Law of the Banco Central de Costa Rica No. 7558 of November 3, 1995)

Of the Trust (Fideicomiso)

The trust property (bienes fideicometidos) shall constitute a separate autonomous estate (patrimonio autónomo) set aside for the purposes of the trust.

The grounds for unworthiness (causales de indignidad) established in the Civil Code shall apply to the trust beneficiary (fideicomisario).

By virtue of the recordation, the property shall be recorded in the name of the trustee in their capacity as such.

In the case of legal persons, their articles of incorporation must expressly empower them to receive fiduciary ownership by contract or by testament.

The lack of agreement between them shall be resolved by the competent judge, following the procedures established for acts of voluntary jurisdiction. If three or more are designated, their decisions shall be taken by majority. A tie shall be decided by the one named in the first place.

• a)If they improperly delegate their functions; b) If they approve, consent to, or cover up an infringement of the trust; and c) If, with gross fault or negligence, they omit to exercise reasonable oversight over the acts of the others.

• a)If the predecessor illicitly acquired property that the substitute knowingly retains; b) If they omit to carry out the necessary steps to compel the predecessor to deliver the property that is the object of the trust; and c) If they refrain from promoting the appropriate proceedings for their predecessor to remedy any non-compliance incurred during their administration.

• a)To carry out all acts necessary for the fulfillment of the trust; b) To identify the trust property, record it, keep it separate from their own property and from that corresponding to other trusts they hold, and to identify in their administration the trust in whose name they act; c) To render accounts of their administration to the trust beneficiary or their representative, and, as applicable, to the settlor or to whom the settlor has designated. These accounts shall be rendered, unless otherwise stipulated, at least once a year; d) With preference over other creditors, to collect the remuneration due to them; and e) To exercise the rights and actions legally necessary for the defense of the trust and the property that is the object thereof.

Anyone who fails to comply with the provisions of this chapter or the instructions contained in the constitutive act shall be removed from their position. Such removal shall be made by the competent judge at the request of the settlor or any interested party, through the procedures established for acts of voluntary jurisdiction.

The judge shall proceed at the petition of an interested party and through the procedures established for acts of voluntary jurisdiction.

The trustee shall be liable for any loss caused by their fault or negligence in the investment or in the management and care of the trust property.

When the instructions are not sufficiently precise, or when the determination of the investments has been left to the discretion of the trustee, the investment must be made in securities of the most absolute and notorious soundness. The trustee, in such cases, may not invest in securities for speculative purposes; they are likewise prohibited from acquiring securities in companies in the process of formation or real estate for resale. If they make loans of money, these must be made exclusively with first-degree mortgage guarantee, and in no case for an amount greater than sixty percent of the appraisal of the property, performed by qualified experts.

A trust may be constituted over property or rights to guarantee an obligation of the settlor to the trust beneficiary. In such case, the trustee may proceed with the sale or auction of the property in the event of non-compliance, all in accordance with the provisions of the contract.

(Thus added this second paragraph by Article 187, subsection g), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

(Thus reformed by Article 187, subsection h), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

Within that period, they shall notify any investment, acquisition, or substitution of acquired property; notification may be waived by express provision of the settlor or by the nature of the trust.

If, having the means to pay, they fail to do so, they shall be jointly and severally liable.

Notwithstanding the express prohibition of the settlor, the judge may authorize the trustee to encumber property when emergency situations are proven that make the obtaining of funds indispensable. To settle or compromise in arbitration, the trustee shall also require judicial authorization, in both cases following the procedures established for acts of voluntary jurisdiction.

• a)To demand from the trustee the faithful fulfillment of their obligations; b) To pursue the trust property to reintegrate it into the trust estate, when it has improperly left it; and c) To request the removal of the trustee when appropriate.

If these capacities should coincide, the trustee may not receive the benefits of the trust as long as the coincidence persists.

• a)If they have the same class of rights, their agreements shall be taken by majority vote, computed by interests, and in case of a tie, the civil judge shall decide, following the procedures established for acts of voluntary jurisdiction; and b) If they are successive or have different classes of rights, in the event of dissenting opinions, the civil judge shall resolve. In any case, the trustee shall take the urgent measures that the interest of the trust immediately requires.

A trust is presumed constituted in fraud of creditors when the settlor is also the sole or principal trust beneficiary, if there are several. Against this presumption, no evidence shall be admitted other than that the benefits of the trust are sufficient to satisfy the obligation in favor of the creditor challenging it, or that the settlor has other sufficient assets with which to pay.

• a)By the realization of the purpose for which it was constituted, or by it becoming impossible; b) By the fulfillment of the resolutory condition to which it is subject; c) By express agreement between the settlor and the trust beneficiary. In this case, the trustee may object when rights of third parties that arose during the administration of the trust are left without guarantee; d) By revocation made by the settlor, when they have reserved that right. In this case, the rights of third parties acquired during the administration of the trust must be guaranteed; and e) By lack of a trustee when substitution is impossible.

If nothing is stated, it shall be returned to the settlor, and if the settlor has died, delivery shall be made to their succession.

• a)Trusts with secret purposes; b) Trusts in which the benefit is granted to diverse persons who must successively substitute each other upon the death of the previous one, except in the case where the substitution is made in favor of persons who, at the death of the settlor, are already alive or already conceived; c) Trusts whose duration is greater than thirty years, when a legal person is designated as the trust beneficiary, unless said legal person is state-owned or a charitable, scientific, cultural, or artistic institution, constituted for non-profit purposes; and d) Trusts in which the trustee is assigned profits, commissions, premiums, or other economic advantages beyond the fees specified in the constitutive act. If such fees have not been specified, they shall be set by the judge, hearing the opinion of experts, in summary proceedings specially initiated for this purpose and following the procedures established for acts of voluntary jurisdiction.

When it is necessary to record trust real property in the Public Registry, in favor of a trustee duly registered with the Superintendencia General de Entidades Financieras (Sugef) and, in their capacity as such, with a trust beneficiary constituted as a company or enterprise dedicated to providing financial services, which must be duly registered with the Sugef , said real property shall be exempt from the tax on real property transfers (impuesto sobre traspasos de bienes inmuebles) and from all payment for registry fees and other taxes paid for such recordation, as long as the property remains in the trust and constitutes a guarantee for a financial or credit operation. When the trustee transfers the trust property to a third party other than the original settlor, all charges for registry fees and other taxes corresponding to that second recordation must be paid, including the tax on real property transfers. The settlor may not form a joint or separate part of the trust beneficiary, nor may the trust beneficiary form a joint or separate part of the settlor.

When the trustee transfers movable and immovable trust property, in favor of a trustee, that remains in a trust duly recorded in the Public Registry and constituted under the legislation being reformed, to a third party other than the original settlor, the trustee must pay all charges for registry fees and other taxes corresponding to that second recordation, including the tax on real property transfers and the tax on the transfer of automotive vehicles, aircraft, and vessels, when applicable.

(Thus reformed by Article 8 of Law No. 9069 of September 10, 2012, "Ley de Fortalecimiento de la Gestión Tributaria")

Of Joint Venture Accounts (Cuentas en Participación)

The joint venture account does not constitute a legal person, and therefore lacks a corporate name, collective estate, and its own domicile. The use of a common trade name shall make all participants jointly and severally liable for the obligations contracted.

Third parties only have action against the manager; the inactive participants (partícipes inactivos) have no action against third parties.

BOOK THREE

General Provisions (Thus modified the denomination of this Chapter by Article 3 of Law No. 7201 of October 10, 1990)

This release shall not occur if the debtor, through fraud or gross fault, prevented the true holder from the timely exercise of their rights against the illegitimate possessor.

(Thus reformed by Article 3 of Law No. 7201 of October 10, 1990)

They may assert defenses based on personal relationships with previous possessors only if, upon acquiring the security, the possessor acted intentionally to the detriment of the debtor.

(Thus reformed by Article 3 of Law No. 7201 of October 10, 1990)

(Thus reformed by Article 3 of Law No. 7201 of October 10, 1990)

Just title and good faith shall be presumed in any sale of securities carried out through a legally authorized stock exchange, for which sufficient proof shall be the certification issued by the stock exchange at the request of the buyer, who may assert their right before the corresponding authority.

(Thus added by Article 3 - and 6 - of Law No. 7201 of October 10, 1990)

• a)Name of the security in question.
• b)Date and place of issuance.
• c)Rights conferred by the security.

ch) Place of fulfillment or exercise of such rights.

• d)Name and signature of the issuer.

If the place of issuance or fulfillment or exercise of the rights is not mentioned, the domicile of the issuer shall be considered as such.

The omission of such requirements shall not affect the validity of the legal transaction that gave rise to the document. When an incomplete security at the time of its issuance has been completed contrary to the agreements entered into, the violation of these agreements may not be alleged against the holder, unless the holder acquired the security in bad faith, or incurred gross fault in acquiring it.

The right to complete the security expires one year after issuance.

This expiry is not assertable against a possessor who acquired the security in good faith.

(Thus reformed by Article 3 of Law No. 7201 of October 10, 1990)

Upon being paid, the holder receiving payment is obligated to deliver the security duly cancelled. If the payment is only partial, it must be clearly noted on the document itself, stating the name of the person making the payment and the date. When partial payments have been made, upon making the last one, the name of the person to whom payment is made and the date shall also be noted.

It also includes the guarantees that back it, without the need for special mention thereof, as well as any other accessory right.

Securities delivered in payment are presumed received under the condition of subject to collection (salvo buen cobro).

(Thus reformed by Article 3 of Law No. 7201 of October 10, 1990)

When it cannot be verified whether a signature was placed before or after the alteration, it shall be presumed that it was placed before.

Intermediate holidays shall be counted within the period. Neither in legal nor in conventional terms, unless otherwise agreed, shall the day serving as the starting point be included.

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

Whoever issues, accepts, endorses, guarantees by aval (avale) or by any other concept subscribes a negotiable instrument in the name of another without sufficient power or legal authority to do so, binds himself personally as if he had acted in his own name, without prejudice to any criminal liability he may incur; if he has paid, he shall have the same rights that the person he purported to represent would have had. The same shall apply to the representative who has exceeded his powers.

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

Ratification is tacit when it results from acts that necessarily imply acceptance of what was done and its consequences; and it is express when such acknowledgment is recorded, under the signature of the interested party, on the negotiable instrument (título-valor) itself or in a separate document.

The action on the underlying relationship (acción causal) may be exercised by returning the instrument to the defendant, and it shall not proceed except in the case where the plaintiff has performed the acts necessary for the defendant to be able to exercise the actions that might correspond to him by virtue of the instrument.

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

(As amended by Article 3 of Law No. 7201 of October 10, 1990)

Registered Instruments (Títulos Nominativos) (*)(Note from Sinalevi: By Article 4 of the law that approved the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, the placement of the previous chapter is ordered to be varied, in the manner in which it appears)

No act or operation referring to this class of instruments shall have effect against the issuer or against third parties, if it is not registered on the instrument and in the registry.

The rules of articles 261 and 262 are applicable to the issuer's registry, as pertinent.

(As amended by Article 4 of the law that approved the Securities Market Regulatory Law, No. 7201 of October 10, 1990)

(As amended by Article 4 of Law No. 7201 of October 10, 1990)

If the registry does not show a transfer to third parties, or an annotation of attachment (embargo) or other lien, the issuer shall issue the duplicate at the applicant's cost, after one month has elapsed since the last publication of a notice on the matter, which must appear three consecutive times in the official gazette La Gaceta and in one of the nationally circulated newspapers, provided that no opposition lawsuit has been communicated to it.

The same procedure as indicated in Article 710 shall be followed in the case of unjustified refusal by the issuer to issue the new instrument once the indicated period has expired.

The opposition, where applicable, shall be processed through the procedure for incidents (trámite de los incidentes).

The issuer cannot be judicially ordered to suspend payment of a negotiable instrument (título valor), except on the basis of an incident in which the ownership of said instrument is discussed.

(As amended by Article 4 of Law No. 7201 of October 10, 1990)

(As amended by Article 4 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Order Instruments (Títulos a la Orden) (*)(Note from Sinalevi: By Article 5 of the law that approved the Securities Market Regulatory Law (Ley Reguladora del Mercado de Valores), No. 7201 of October 10, 1990, the placement of the previous chapter is ordered to be varied, in the manner in which it appears)

In bills of exchange (letras de cambio) and checks, the order clause is presumed.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

Any holder may fill in the blank endorsement with his name or that of a third party, or transfer the instrument without filling in the endorsement. The bearer endorsement (endoso al portador) has the same effects as a blank endorsement.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Any condition to which it is subordinated shall be deemed not written. Partial endorsement is prohibited.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

The endorsement for judicial collection (endoso para el cobro judicial) may only be made in favor of a lawyer.

The issuer may oppose against the endorsee for collection only the defenses (excepciones) opposable to the endorser.

The effectiveness of the endorsement for collection shall not cease due to the death of the endorser, or because of his subsequent incapacity.

The endorsement in guarantee (endoso en garantía) shall confer upon the endorser the same rights as the endorsement for collection.

The issuer may not oppose against the endorsee in guarantee the defenses based on his personal relationships with the endorser, unless the endorsee, upon receiving the instrument, acted with intent to harm the issuer.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

The endorsers, guarantors (fiadores) and other obligors on the document are also obligated to replace their signatures in the order in which they appeared on the original. If the obligation was guaranteed with a mortgage or pledge, this circumstance shall also be recorded on the new instrument that is issued.

Once the guarantee has been provided and the term of fifteen days has elapsed since the last publication of a notice on the matter which must appear three consecutive times in the official gazette La Gaceta and in one of the nationally circulated newspapers, the duplicate shall be issued, on which all the signatures that appeared on the original shall be replaced.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

Once the judgment ordering the replacement becomes final and the period granted to the obligor to comply has passed without him having done so, the judge shall proceed to issue the instrument or sign it on behalf of the party in default. With the issuance of the duplicate, the replaced instrument is extinguished, but this does not prejudge the actions that the possessor may have against whoever obtained the replacement. The same procedure for incidents shall be followed in case of opposition.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Bearer Instruments (Títulos al Portador)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

In the cases provided for in Article 708, the holder may notify the issuer, judicially or notarially, of the loss or dispossession suffered. Once the term of the statute of limitations (prescripción) for the rights that the instrument confers, whether principal or accessory, has elapsed, if a good-faith possessor has not presented it for collection, the obligor must pay the claimant.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

In the event of refusal by the issuer, the provisions of Article 710 shall be followed.

(As amended by Article 5 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

The Bill of Exchange (Letra de Cambio)

• a)The denomination of bill of exchange inserted in its text and expressed in the language in which the bill is drafted; b) The pure and simple order to pay a specific amount; c) The name of the person who is to pay (drawee) (librado); d) Indication of the due date (vencimiento); e) Indication of the place where payment is to be made; f) The name of the person to whom payment is to be made or to whose order it is to be made; g) Indication of the date and place where the bill is drawn; and h) The person who issues the bill (drawer) (librador)

The bill of exchange whose due date (vencimiento) is not indicated shall be considered payable at sight (a la vista).

In the absence of a special indication, the place designated next to the name of the drawee (librado) shall be considered as his domicile and as the place of payment.

The bill of exchange that does not indicate the place of its issuance shall be considered drawn at the place designated next to the name of the drawer (librador).

The interest rate must be indicated on the bill itself; otherwise, the corresponding clause shall have no value whatsoever.

Interest shall run from the date on which the bill was issued, unless another date is indicated.

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Alterations

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Endorsement (Endoso)

When the drawer (librador) has written on the bill of exchange the words "not to order (no a la orden)", or an equivalent expression, the instrument shall not be transferable except in the form and with the effects of an ordinary assignment.

The endorsement may even be made in favor of the drawee (librado), whether he has accepted or not, the drawer, or any other obligor. All these persons may endorse the bill again.

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

When the endorsement is in blank, the holder may:

• a)Fill in the blank, whether with his name or that of another person; b) Endorse the bill again in blank or to another person; and c) Deliver the bill to a third party, without filling in the blank and without endorsing it.

The endorser may prohibit a new endorsement and, in this case, shall not be liable to persons to whom the bill is subsequently endorsed.

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

(Repealed by Article 9 of Law No. 7201 of October 10, 1990)

Unless proven otherwise, an endorsement without a date shall be presumed made before the expiration of the period fixed for making the protest.

Acceptance (Aceptación)

He may also prohibit, by recording it on the bill itself, that it be presented for acceptance, except in the case of a bill of exchange payable at the domicile of a third party, or a bill payable in a locality different from the domicile of the drawee (librado), or a bill drawn at a fixed term from sight.

He may also stipulate that the presentation of the bill for acceptance shall not take place before a specific date.

Any endorser (endosante) may stipulate that the bill must be presented for acceptance, fixing a period for it or not, except when the drawer has declared it not subject to acceptance.

The drawer (librador) may vary this period and the endorser (endosante) may shorten it.

The interested parties may not claim that such request has not been complied with, unless this is recorded in the protest (protesto).

The bearer shall not be obligated to deliver the bill presented for acceptance to the drawee.

It shall be expressed by the word "accepted (acepto)" or any other equivalent, and shall be signed by the drawee (librado). The simple signature of the latter placed on the face of the bill is equivalent to acceptance.

When the bill is payable at a fixed term from sight, or when it must be presented for acceptance within a period fixed by special stipulation, the acceptance must bear the date of the day on which it was given, unless the bearer demands that the date of presentation be put. In the absence of a date, the bearer, to preserve his rights of recourse against the endorsers (endosantes) and against the drawer (librador), shall record the omission by means of a protest (protesto), drawn up in a timely manner.

Any other modification introduced by the acceptance into the text of the bill of exchange (letra de cambio) shall be equivalent to a refusal of acceptance. Nevertheless, the acceptor shall remain bound according to the terms of his acceptance.

In the absence of such indication, it is understood that the acceptor has obligated himself to pay personally at the place of payment.

When the bill is payable at the domicile of the drawee, he may indicate in the acceptance the address where it is to be paid, provided it is in the same locality.

In the absence of payment, the bearer, even if he is the drawer (librador) himself, shall have a direct action against the acceptor derived from the bill of exchange for all that he may demand in accordance with Articles 791 and 792.

Unless proven otherwise, the striking out shall be considered made before the return of the instrument.

However, if the drawee has notified his acceptance in writing to the holder or to any signatory, he shall remain bound towards them according to the terms notified.

Aval

This guarantee may be given by a signatory of the bill or by a third party.

It shall be expressed by the words "per aval (por aval)" or another equivalent formula, and shall be signed by the person giving the aval (avalista).

The simple signature of a person, who is not the drawee (librado), the drawer (librador), or a holder, placed on the face of the bill of exchange, is valid as an aval.

The aval must indicate for whose account it is given. In the absence of this indication, it shall be understood as given in favor of the drawer.

His undertaking shall be valid, even if the guaranteed obligation is null for any cause other than a defect of form.

When the avalista pays the bill of exchange (letra de cambio), he shall acquire the rights derived from it against the guaranteed person and against those who are liable to the latter by virtue of the bill of exchange.

Due Date (Vencimiento) of the Bill of Exchange

• a)At sight (A la vista); b) At a fixed term from sight (A plazo cierto desde la vista); c) At a fixed term from its date (A plazo cierto desde su fecha); and d) On a fixed date (A fecha fija).

Bills of exchange indicating other due dates, or successive due dates, shall be null.

It must be presented for payment within one year from the date of issuance. The drawer (librador) may vary this period and the endorser (endosante) may shorten it.

The drawer may order that a bill of exchange payable at sight not be presented for payment before a specific day.

In the absence of a protest, any acceptance that does not bear a date shall be considered, with respect to the acceptor, as given on the last day of the period indicated for its presentation for acceptance.

In the absence of that date, maturity shall take place on the last day of said month.

When the bill of exchange is drawn at one or several months and a half from its date or from sight, the whole months shall be counted first.

The expressions "eight days" or "fifteen days" shall be equivalent to a period of eight or fifteen actual days and not one or two weeks.

The expression "half a month" shall indicate a period of fifteen days.

Payment (Pago)

Failure to observe this obligation can only give rise to damages.

When there are endorsers or other obligors, the bearer may not reject a partial payment.

In the event of partial payment, the drawee may demand that this payment be recorded on the bill and that he be given a receipt for it.

The drawee (librado) who pays before maturity does so at his own account and risk.

He who pays at maturity shall be validly released, unless there has been fraud (dolo) or gross negligence (culpa grave) on his part. He shall be obligated to verify the regularity of the series of endorsements (endosos), but not the signature of the endorsers.

• a)When there has been total or partial refusal of acceptance; b) In the cases of the opening of the liquidation phase of the insolvency proceeding (concurso) of the drawee, whether an acceptor or not, or of the attachment of their assets with a negative result; and (Thus amended the preceding subsection by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") c) In the cases of the opening of the liquidation phase of the insolvency proceeding (concurso) of the drawer of a bill not subject to acceptance.

(Thus amended the preceding subsection by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") When the holder, in the cases of subsections b) and c), exercises its action against the endorsers and other obligated persons, the latter may obtain for payment a period that under no circumstances shall exceed the maturity of the bill.

Of Intervention

He who intervenes for a debtor against whom an action on the bill (acción cambiaria) may be exercised, may accept or pay the bill of exchange under the conditions indicated below.

Any third party, the drawee itself, or a person already obligated by virtue of the bill of exchange, with the exception of the acceptor, may accept or pay by intervention. Within a period of two business days, the person intervening is obligated to notify his intervention to the one in whose favor it is made. If he does not notify within that period, he shall be liable for the damages caused by his negligence, without such damages being able to exceed the amount of the bill of exchange.

Acceptance by Intervention

When a person has been indicated in the bill of exchange to accept it, or pay it in case of need, at the place of payment, the holder may not exercise before maturity its right of recourse against the one who had placed the indication, nor against the subsequent signers, unless it has presented the bill of exchange to the designated person and, this person having refused to accept the bill or to pay it, the refusal is recorded in a protest (protesto). In other cases of intervention, the holder may refuse the acceptance by intervention, but if it admits it, it shall lose the actions that would correspond to it before maturity against the one in whose name the acceptance was given and against the subsequent signers.

It shall indicate on behalf of whom it is made, and in the absence of this indication, it shall be understood that the acceptance was given in favor of the drawer.

Despite the acceptance by intervention, the person in whose favor it was made and those who guarantee that person, may demand from the holder, upon reimbursement of the amount indicated in Article 782, the delivery of the bill of exchange, the protest, and an account with a receipt, if applicable.

Of Payment by Intervention

The payment shall cover the total amount that the person for whom the intervention is made would have had to satisfy. It shall be made no later than the day after the expiration of the period for the protest for lack of payment.

If the protest is not made, both the one who indicated a payer for the case of need and the one on whose behalf the bill was accepted shall cease to be obligated, as shall the subsequent endorsers.

In the absence of this indication, the payment shall be considered to have been made in favor of the drawer. The bill of exchange and the protest, if any, must be delivered to the person paying by intervention.

The intervener who pays may not endorse the bill again.

The endorsers subsequent to the obligor for whom the payment is made shall be released.

In case of several offers for payment by intervention, preference shall be given to the one resulting in the release of a greater number of interested parties. The one who, knowingly infringing this rule, pays by intervention, shall lose its action against the persons who would otherwise have been released.

Of the Protest

If there is no notary at the domicile indicated for acceptance or payment, any administrative authority shall draw up the act, and in the absence of the latter, it shall be done by two persons of the place, and this act must be incorporated into a notarial protocol (protocolizarse) within the following eight calendar days by a notary, who shall inquire about the content of the act, recording what the drawee has answered.

The protest for lack of acceptance must be made within the period fixed for presentation for that purpose. If, in the case provided for in the first paragraph of Article 749, the first presentation took place on the last day of the period, the protest may be drawn up on the following day.

The protest for lack of payment of a bill of exchange payable on a fixed date, or at a fixed period from its date or from sight, must be made within eight days following the day on which the bill of exchange is payable. If it is a bill payable at sight, the protest must be made under the conditions indicated in the preceding paragraph for the protest for lack of acceptance.

The protest for lack of acceptance shall not exempt from the presentation for payment and the protest for lack of payment.

The holder may not exercise its actions in the case of suspension of payments by the drawee, acceptor or not, even if it is merely requested, nor when the attachment of assets proves fruitless, except after having presented the bill to the drawee for payment and prior formalization of the protest.

In the case of the opening of the insolvency liquidation phase of the drawee, whether or not the drawee has accepted the bill, as well as in the case of the declared insolvency liquidation of the drawer of a bill not subject to acceptance, the presentation of the corresponding judicial resolution shall be sufficient for the holder to exercise its actions.

(Thus amended the preceding paragraph by Article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

• a)It must be carried out within the period indicated in Article 776; b) The proceedings must be conducted with the person upon whom the bill is drawn, and if not found, with his agent or dependent. In the event of not finding any of these persons, the proceedings shall be conducted with any of those found at the domicile where it must be carried out, and if this person does not wish to sign, or refuses to give his name or his relationship with the person required, this shall be recorded accordingly. If no person is found, this shall be recorded in the act, under the responsibility of the notary, and the protest shall be deemed valid and formalized; c) The protest proceedings must be carried out at the domicile designated in the bill; in its absence, at the payer's current domicile, and in the absence of both, at the last known domicile; and d) It must be carried out between eight o'clock and seventeen o'clock. Outside these hours, it may be carried out only when the person against whom it is drawn expressly consents to it.

• a)Literally copy the bill of exchange with all the declarations contained in its text or on attached sheets; b) Record the demand made to the person with whom the proceedings are conducted; c) Reproduce the answer given to the demand; d) Express in the same form the warning to pay the costs and damages made to the person who gave rise to them; e) Have the person with whom the protest is conducted sign, and if it is not known, could not, or does not wish to, record this; and f) Express the date and time at which the protest was carried out.

All the protest proceedings of a bill shall be recorded in the same document, which shall be extended successively in the order in which they are carried out.

Against this executory action, no exceptions shall be admissible other than those of a personal nature that the debtor (ejecutado) may have against the plaintiff, the exception of statute of limitations, those of defects inherent to the bill that render it null, and those indicated in Article 744. When execution is directed against the acceptor, it shall not be necessary to present the protest and the court shall order attachment and execution, if so requested, upon sight of the bill.

The aforementioned time periods shall run from the moment the preceding notice is received.

When, in accordance with the preceding paragraph, notice is given to any signer of the bill of exchange, the same notice must be given, and within the same period, to its guarantor (avalista).

In the event that an endorser has not indicated an address, or has indicated it illegibly, it shall suffice that the notice be given to the endorser prior to it.

Anyone having to give notice may do so in any form, including by the simple return of the bill of exchange, but must prove that the notice was given within the stipulated term. This term shall be deemed observed when the letter giving the notice was placed in the mail within that term.

Anyone who does not give notice within the indicated term does not lose the right to collect the bill from the endorsers, drawer, and other obligors.

This clause shall not dispense the holder from presenting the bill within the corresponding periods, nor from the notices it must give. The proof of non-observance of the periods shall be incumbent upon the person alleging it against the holder.

If the clause was written by the drawer, it shall produce its effects in relation to all the signers; if it was placed by an endorser or guarantor (avalista), it shall only have effect in relation to the latter. When, despite the clause placed by the drawer, the bearer has a protest drawn up, the costs arising therefrom shall be at its own expense. If the clause originates from an endorser or a guarantor (avalista), the costs of the protest, in case it is drawn up, may be claimed from all the signers.

Of the Actions to Obtain Payment or Reimbursement, as the Case May Be, of the Amount of the Bill of Exchange

The bearer shall have the right to proceed via executory process (vía ejecutiva) against all these persons individually or collectively, without it being indispensable to observe the order in which they were obligated.

The same right shall correspond to any signer of a bill of exchange who has paid it. The action brought against any of the obligated persons shall not prevent proceeding against the others, even if they are subsequent in order to the one first sued.

• a)The unaccepted or unpaid amount of the bill of exchange, with interest, if so stipulated; b) Legal interest, from the maturity date; and (Thus amended by Article 7 of Law No. 7201 of October 10, 1990) c) The costs of the protest and of the notifications, as well as any others.

If the action is exercised before maturity, the corresponding discount, at the rate of 6% per annum, shall be deducted from the amount of the bill.

• a)The entire amount paid; b) Legal interest from the date of payment; and (Thus amended by Article 7 of Law No. 7201 of October 10, 1990) c) The costs incurred.

The endorser who has paid a bill of exchange may strike out its endorsement and those of the subsequent endorsers.

The holder must, in addition, deliver a certified copy of the bill, as well as the protest, so that any subsequent recourse may be exercised.

The re-draft shall include, in addition to the amounts indicated in Articles 788 and 789, a brokerage fee.

When the holder draws the re-draft, the amount of it shall be fixed by including the discount of a bill at sight, drawn at the place where the original bill was payable, on the place of the domicile of the guarantor. If the bill is issued by an endorser, its amount shall be fixed by including the discount of a bill at sight drawn at the place where the drawer of the re-draft has its domicile, on the place of the domicile of the liable party.

If the bill was not presented for acceptance within the period indicated by the drawer, the holder shall lose its corresponding actions, both for lack of payment and for lack of acceptance, unless it appears from the terms of the bill that the drawer only intended to exempt itself from the guarantee of acceptance.

When the stipulation of a period for presentation is contained in an endorsement, only the respective endorser may avail itself of that period.

The holder shall be obligated to give notice without delay to its endorser and to the drawer of the case of force majeure, and to note this notice, dated and signed by it, on the bill of exchange or on its supplement. The provisions of Article 785 shall be applicable in this case.

Once the force majeure has ceased, the holder must present the bill without delay for its acceptance or payment, and if applicable, must draw up the protest.

If the force majeure persists after thirty days have elapsed from the maturity date, the actions may be exercised without the need for presentation or protest.

For bills of exchange at sight or at a fixed period from sight, the thirty-day term shall run from the date on which the holder gave notice of the force majeure to its endorser, even before the expiration of the presentation periods. For bills of exchange at a fixed period from sight, the period from sight indicated on the bill of exchange shall be added to the thirty-day term.

Facts that only personally affect the holder or the person commissioned by it for the presentation of the bill or the drawing up of the protest shall not constitute force majeure.

Of the Statute of Limitations

Of Non-Business Days

Acts relating to the bill of exchange may only be carried out on business days.

When any of said acts must be carried out within a period, the last day of which is a non-business day, said period shall be extended until the first business day following its expiration. Intermediate non-business days shall be included in the computation of the period.

Of the Promissory Note

• a)The mention of being a promissory note (pagaré), inserted in the text of the document; b) The pure and simple promise to pay a determined sum of money; c) Indication of the maturity; d) Place where the payment must be made; e) The name of the person to whom payment is to be made or to whose order it is to be made; f) Place and date on which the promissory note (pagaré) was signed; and g) The names and signature of the person who issued the instrument, and of the surety (fiador) when there is one.

(Thus amended by Article 1 of Law No. 3303 of July 20, 1964)

The promissory note (pagaré) whose maturity is not indicated shall be considered payable at sight.

In the absence of a special indication, the place of issuance of the instrument shall be considered as the place of payment and, at the same time, as the place of domicile of the signer.

The promissory note (pagaré) that does not indicate the place of its issuance shall be considered signed at the place appearing next to the name of the signer.

• a)Endorsement; b) Maturity, with the exception that partial maturities shall be admitted in the promissory note (pagaré), such that payment of principal and interest may be agreed upon in periodic installments.

(Thus amended the preceding subsection by subsection b) of Article 166 of the Organic Law of the Central Bank of Costa Rica, Law No. 7558 of November 3, 1995) c) Payment; d) Actions for lack of payment; e) Payment by intervention; f) Alterations; g) The statute of limitations; and h) Holidays, computation of time periods, and prohibition of days of grace.

The provisions relating to the bill of exchange payable at the house of a third party or in a locality different from the domicile of the drawee shall be equally applicable to the promissory note (pagaré); to the stipulation of interest; to the differences in statement relating to the sum payable; to the consequences of a signature placed under the conditions mentioned in Article 734; to those of the signature of a person acting without powers or exceeding their powers; to the blank bill of exchange.

The provisions relating to the guarantee (aval) shall be equally applicable to the promissory note (pagaré). In the case provided for in Article 756, if the guarantee (aval) does not indicate in whose favor it is given, it shall be understood to have been given in favor of the signer of the promissory note (pagaré).

The provisions of bills of exchange relating to presentation for acceptance, acceptance, acceptance by intervention, and the requirements for protest are not applicable to promissory notes (pagarés).

Of the Check

The check must be in writing on one of the forms supplied by the drawee bank to the account holder and must contain:

• a)Name of the drawee; b) Place and date of issuance; c) Name of the person to whose order it is drawn or mention of being to the bearer; d) Pure and simple order to pay a determined sum, which must be written in words and also in figures, or with a protective machine; and e) Signature of the drawer, its attorney-in-fact, or a person authorized to sign on its behalf. The check must necessarily be written in ink or by machine and the signature covering it must be autograph.

Notwithstanding, the bank may authorize the use of checks made on special machines, even if they do not contain the required specifications, provided that they have the necessary data to identify the drawer and the payee, and the security to prevent forgeries or alterations.

The check may be endorsed only once, without counting for this purpose the endorsement for its deposit into an account at a bank or authorized financial entity.

Checks drawn in favor of a legal entity may not be transferred by endorsement. Only the beneficiary legal entity may cash it or deposit it into an account of said entity.

(Thus amended by Article 187, subsection i), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

The forgery of an endorsement does not give the right to reclaim the check from the holder who acquired it in good faith and without gross negligence on its part. When the check has been drawn or endorsed by an incapacitated person, the bearer in good faith shall have the right to claim payment from any of the other obligors. Regarding the person who drew or endorsed lacking capacity, the holder shall only have the right to claim the amount by which it proves the incapacitated person benefited.

Any indication that the check must be collected on a future date shall be deemed not written and shall lack legal value.

Execution shall be ordered upon sight of the check with the notation signed by the bank teller of not having been paid. In addition to the executory action, the holder of an unpaid check may exercise criminal action, when in the case provided for in subsection 17) of Article 282 of the Criminal Code.

(Note Sinalevi: The cited criminal offense referred to the crime of defrauding (Art. 281) in the modality of drawing checks without funds and other similar conducts, which were included in Criminal Code No. 368 of August 21, 1941, repealed in 1970 by Criminal Code No. 4573 of May 4, 1970. These conducts could currently correspond to those indicated in Articles 221 (Fraud by check) and 243 (Drawing checks without funds) of the current Criminal Code)

On the back of the check, a record of payment signed by the teller and by the holder shall be placed, with the bank giving the holder a record of the overdraft balance with all the specifications contained in the check, upon presentation of which the holder may exercise the executory action against those responsible for payment.

The drawee who pays a false check may seek recourse for all or part of the loss, according to the circumstances, against the person who appears as drawer, if through their negligence or carelessness, they have facilitated the commission of the fraud. In this matter, the following rules of interpretation shall serve: in case of falsification of a check, the bank shall bear the consequences if the drawer's signature is visibly falsified, if the check appears altered, scraped, interlined, or erased in its date, serial number, amount, currency type, name of the holder, signature of the drawer, or if it lacks any of the essential requirements; and if the check is not one of those delivered or authorized by the drawee bank. The drawer is liable for damages in case of falsification, if their signature has been falsified on a check form received by them from the bank and the falsification is not visibly manifest.

Said stop-payment order must be given in writing with sufficient data to identify the document, and must clearly state the circumstance of the act on which it is based.

They shall record the date and their signature.

In both cases of stop-payment order, whether coming from the drawer or the holder, they shall be liable for the damages caused if such stop-payment order proves to be unfounded.

If the particular name of a bank or authorized financial entity has been added to the word "bank," the check may only be deposited into an account opened in that specific establishment.

(Thus amended by article 187, subsection j), of the Securities Market Regulatory Law No. 7732 of December 17, 1997)

The certification binds the drawee in exchange law to pay the check. The expressions "certified," "approved" (visto bueno), or other similar ones, signed and dated by the bank, are sufficient to oblige the bank to payment, with the drawer and the endorsers being released from all liability. The certification or approval must necessarily appear on the check itself. A stop-payment order from the drawer is not applicable for a certified check, and the only way to revoke it is by returning the check to the bank for its destruction.

To preserve the guarantee of the endorsers, notice of the check's non-payment must be given to them within the following five business days. Such notice may be given by mail, and the receipt from the post office raises a presumption that the requirement was met. The omission of the notice shall release the endorsers from liability, but not the drawer.

• a)Within one month from the date of issuance, if they are payable in the same place; b) Within three months if they are issued and payable in a distant place within the territory of the Republic; and c) Within six months if they are issued abroad and payable in the territory of Costa Rica.

Failure to present within the time limit shall release only the endorsers from liability. If, upon expiration of the presentation period, the bank enters into a state of liquidation, the holder shall have no recourse against the drawer who had funds in the possession of the bank at the time of issuing the check, and their action shall be only against the administrative liquidation of the latter, but the liability of the drawer shall persist if, after issuing the check, they had disposed of the funds with which it could have been covered.

(Thus amended the previous paragraph by article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica") If the term expires on a day when the bank has its offices closed, it must be presented on the first following business day.

(Thus amended by article 1 of Law No. 3303 of July 20, 1964)

The bank shall incur liability if it proceeds contrary to what is ordered in this article.

(Thus amended by article 74 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

The lack of payment of the check shall make the payment that was intended to be made with the check absolutely null and void in law.

These checks must be drawn in favor of a specific person.

Traveler's checks shall be drawn in favor of a specific person. The payer of the check must verify the authenticity of the payee's signature by comparing it with their signature that appears certified by the office that put the checks into circulation.

Letters of Credit

They shall state a fixed amount or several undetermined amounts, but included within a maximum that must be clearly stated in the letter.

These shall not exceed one-tenth of the amount of the sum that was not paid, in addition to the expenses caused by seizure or bond.

(Repealed by article 9 of Law No. 7201 of October 10, 1990)

(Repealed by article 9 of Law No. 7201 of October 10, 1990)

(Repealed by article 9 of Law No. 7201 of October 10, 1990)

(Repealed by article 9 of Law No. 7201 of October 10, 1990) BOOK FOUR

Bankruptcy (Quiebra)

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9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

7130 of August 16, 1990. Subsequently, this article is repealed again by article 73 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

7130 of August 16, 1990. Subsequently, this article is repealed again by article 73 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

Trustees (Curadores)

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Creditors (Acreedores)

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9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

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9957 of April 14, 2021, "Ley Concursal de Costa Rica")

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Creditors' Meetings (Juntas de Acreedores)

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

7130 of August 16, 1989. Subsequently, this article is repealed again by article 73 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9342 of February 3, 2016. Subsequently, this article is repealed again by article 73 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9342 of February 3, 2016. Subsequently, this article is repealed again by article 73 of Law No. 9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

9957 of April 14, 2021, "Ley Concursal de Costa Rica")

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