There is no need to close the old entity and open the new one. In fact that will be more expensive and complicated, not to mention tax implications.
Costa Rica Commerce Code, art. 225 allows you to transform the corporation directly from one kind of corporation to the other.
The basic steps to follow are:
a) Call to a shareholder´s meeting to decide about the transformation. This meeting must be an extraordinary meeting, which means that the quorums for starting the meeting and voting must be according to Commerce Code, art. 170.
b) Having the called shareholder´s meeting in which the transformation will be approved. In that meeting the new bylaws must be approved. (when transforming the S. A. to an S. A., the bylaws may be very similar, you will need only to remove the articles about board of director and Fiscal and include new articles about Manager, sub manager, etc. Of course you may do some totally different bylaws if you need or wish.).
c) Entering the Act for the meeting in the official Stockholder´s acts books and get it signed by President and Secretary. (If possible, I also recommend that the shareholder´s attending the meeting also sign it).
d) Take the Act to a Costa Rican Notary Public who will notarize it and will submit it to National Registry. The Notary Public writ must also require to National Registry the authorization to open the new set of corporate books; this request will be included in the same notary public writ to be submitted to National Registry.
e) The Notary will do his job them. (The Registration process).
f) Once the Registration is concluded, the new manager of the corporation or somebody with enough Power of Attorney on behalf of the corporation must
- submit to the National Registry a Notary Public writ in which it is required to update the name and corporate ID (“cedula juridica”) in the registration of any property, vehicle, boat, etc. owned by the corporation. This update does not pay transfer tax and it is supposed to be very cheap, since it doesn´t imply a transfer, just an update. (Closing the old corporation and opening a new one will imply transfers, so, it will be a lot more expensive).
- Open de the new corporate books with the authorization number provided by National Registry (this step must be made by the manager).
The partners will be the same and the new corporation is not strictly a new corporation. For a better understanding and practical purposes, it may be said that it is the same corporation but with a different name and ID. (even if technically speaking some people say something different).
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Please Note: This material is for personal use only and is protected by Copyright Law. It is provided as general information only and does not constitute and is not a substitute for legal or other professional advice. Reliance on this material is solely at your own risk. Always consult your own legal or other professional advisors and discuss the facts and circumstances that apply to your specific case.
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