Law No. 10840 was published in the March 6, 2026 edition of the Gazzette, through which Articles 98 and 146 of the Commercial Code of Costa Rica were amended. This reform introduces an important change regarding the representation of partners and shareholders at corporate meetings.
Prior to this reform, it was common for a partner or shareholder who could not attend a meeting to delegate their participation through a simple power letter (“carta poder”). This document could be issued relatively informally and was widely used in corporate practice.
What changes?
With the entry into force of the new law, the power letter has been eliminated as a valid mechanism for representation at shareholders’ or partners’ meetings.
Going forward, representation must be granted through one of the following formal legal instruments:
- General power of attorney (generalísimo)
- General power of attorney
- Special power of attorney
In practice, the special power of attorney will likely become the most commonly used instrument, as it allows authorization to be granted for a specific act, such as attending and voting at a particular meeting. This type of power can clearly define the representative’s authority, including participating in discussions on the meeting agenda, casting votes, or representing the shareholder throughout the entire session.
The main objective of this reform is to strengthen legal certainty in corporate decision-making, preventing the use of informal documents and ensuring that representation is granted through clearer legal mechanisms within the mandate framework established by the Civil Code of Costa Rica.
It is also important to note that the law establishes a transitional regime recognizing the validity of power letters granted before the reform entered into force. However, for future meetings, it is advisable to use formal powers of attorney, preferably a duly notarized special power of attorney.
From a practical perspective, our recommendation is that if a partner or shareholder cannot attend a meeting, they should grant a specific special power of attorney for that meeting. This will ensure compliance with the new legal framework and help avoid potential challenges regarding the validity of the representation or the resolutions adopted.
Simplification for SMEs and agricultural producers
The reform also allows SMEs and small and medium-sized agricultural producers to appoint representatives through a simplified special mandate.
This mandate may be granted:
- In a simple written document.
- Signed by the grantor.
- Authenticated by an attorney.
- With the corresponding legal stamps.
Who can use this mechanism?
- SMEs registered with the Ministry of Economy, Industry and Commerce of Costa Rica.
- Small and medium-sized agricultural producers registered with the Ministry of Agriculture and Livestock of Costa Rica.
More information:
GarciaBodan Costa Rica
T: +506 4001 6878