Legal modifications

Costa Rica

Legal Structure: Limited Liability Company (SRL)

If your company is a Limited Liability Commercial Company or a Limited Liability Civil Company, it is suggested to incorporate the following clauses into the Company Statute:

a) A Manager

FOURTH – OF THE CORPORATE PURPOSE: The purpose of the company will be the broad exercise of commerce, the provision of services, and the production of goods. In fulfilling the corporate purpose, the Company will seek to generate a positive impact for the community, people linked to the Company and the environment. Only the quota holders of the Company may demand compliance with the provisions of this article. The Company may, for the fulfillment of its object, (i) manage, acquire, lease, assign, dispose, deposit, donate, dispose of, export, encumber, mortgage, import, pledge, possess, title and transfer any kind of shares, goods, bonds, certificates, rights, currencies, licenses, patents and titles, (ii) enter into all types of contracts with individuals and entities, private and public, foreign and national, (iii) provide bonds and other guarantees, for the benefit of their Shareholders or third parties, (iv) turn and negotiate securities, give and receive goods and rights in trust, being able to act as trustee, settlor and trustee, give and receive donations, inheritances and bequests, give and receive credits and loans, (v ) open safe deposit boxes in national or foreign banks to deposit and withdraw documents, objects and values, open all types of accounts in banks and financial institutions, private and public, foreign and national, (vi) form part of, acquire and merge with other companies, private and public, foreign and national, (vii) celebrate, develop and promote public and private events, and (viii) broadly, develop in its business with full legal personality, without further ado limitations than those imposed by the laws or its Articles of Incorporation.

SEVENTH – OF THE ADMINISTRATION: The social businesses will be administered by a Manager. (It is not / is) necessary to be a quota to occupy the positions of Manager. The manager will be responsible for judicial and extrajudicial representation with powers of Attorney General without limit of sum. Said representatives will be appointed by the Shareholders’ Assembly and will last in their position for (the entire social term / for X years), except for removal by said Assembly. In carrying out their activities, the administrators of the Company must consider not only the interests of their shareholders, but also the interests of the Company’s employees, clients, and suppliers and those of other parties directly or indirectly related to it. Likewise, they must ensure the interests of the community where it operates and for the protection of the local and global environment. Administrators must record in the annual report or in periodic communications to the partners, as appropriate, the actions taken in this regard. Compliance with the foregoing may only be required by the Company’s shareholders. “

b) More than one Manager

FOURTH – OF THE CORPORATE PURPOSE: The purpose of the company will be the broad exercise of commerce, the provision of services, and the production of goods. In fulfilling the corporate purpose, the Company will seek to generate a positive impact for the community, people linked to the Company and the environment. Only the quota holders of the Company may demand compliance with the provisions of this article. The Company may, for the fulfillment of its object, (i) manage, acquire, lease, assign, dispose, deposit, donate, dispose of, export, encumber, mortgage, import, pledge, possess, title and transfer any kind of shares, goods, bonds, certificates, rights, currencies, licenses, patents and titles, (ii) enter into all types of contracts with individuals and entities, private and public, foreign and national, (iii) provide bonds and other guarantees, for the benefit of their Shareholders or third parties, (iv) turn and negotiate securities, give and receive goods and rights in trust, being able to act as trustee, settlor and trustee, give and receive donations, inheritances and bequests, give and receive credits and loans, (v ) open safe deposit boxes in national or foreign banks to deposit and withdraw documents, objects and values, open all types of accounts in banks and financial institutions, private and public, foreign and national, (vi) form part of, acquire and merge with other companies, private and public, foreign and national, (vii) celebrate, develop and promote public and private events, and (viii) broadly, develop in its business with full legal personality, without further ado limitations than those imposed by the laws or its Articles of Incorporation.

SEVENTH – FROM THE ADMINISTRATION: The social businesses will be managed by (indicate the number of managers) Managers and (indicate number of assistant managers) assistant manager (s). (It is not / is) necessary to be a quota to occupy the positions of Manager. Said representatives will be appointed by the Shareholders’ Assembly and will last in their position for (the entire social term / for X years), except for removal by said Assembly. The legal and extrajudicial representation of the company will correspond to (both Managers / Manager and Assistant Manager), (jointly / individually), who will have the powers of General Proxy without limit of sum. In the performance of their activities, the administrators of the The Company must consider not only the interests of its shareholders, but also the interests of the Company’s workers, clients, and suppliers and those of other parties directly or indirectly linked to it. Likewise, they must ensure the interests of the community where operates and for the protection of the local and global environment. Administrators must record in the annual report or in periodic communications to the partners, as appropriate, the actions taken in this regard. Compliance with the foregoing may only be required by quota holders of the society.”

Legal Structure: Sociedad Anónima (SA)
If your company is a Public Limited Company, it is suggested to incorporate the following clauses into the Company Statute:

a) Chairman of the Board of Directors with powers of representation and Board of Directors composed of three members

FOURTH – OF THE CORPORATE PURPOSE: The purpose of the company will be the broad exercise of commerce, the provision of services, and the production of goods. In fulfilling the corporate purpose, the Company will seek to generate a positive impact for the community, people linked to the Company and the environment. Only the quota holders of the Company may demand compliance with the provisions of this article. The Company may, for the fulfillment of its object, (i) manage, acquire, lease, assign, dispose, deposit, donate, dispose of, export, encumber, mortgage, import, pledge, possess, title and transfer any kind of shares, goods, bonds, certificates, rights, currencies, licenses, patents and titles, (ii) enter into all types of contracts with individuals and entities, private and public, foreign and national, (iii) provide bonds and other guarantees, for the benefit of their Shareholders or third parties, (iv) turn and negotiate securities, give and receive goods and rights in trust, being able to act as trustee, settlor and trustee, give and receive donations, inheritances and bequests, give and receive credits and loans, (v ) open safe deposit boxes in national or foreign banks to deposit and withdraw documents, objects and values, open all types of accounts in banks and financial institutions, private and public, foreign and national, (vi) form part of, acquire and merge with other companies, private and public, foreign and national, (vii) celebrate, develop and promote public and private events, and (viii) broadly, develop in its business with full legal personality, without further ado limitations than those imposed by the laws or its Articles of Incorporation.

SEVENTH – OF THE ADMINISTRATION: The social businesses will be administered by a Board of Directors composed of three members who will be President, Treasurer and Secretary. (It is not / is) necessary to be a shareholder to hold the positions of Director. Said representatives will be appointed by the Shareholders’ Meeting and will remain in office for (the entire corporate term / for X years), except for removal by said Meeting. The President shall be responsible for judicial and extrajudicial representation with powers of Attorney General without limit of sum. In the performance of their activities, the Company’s administrators must consider not only the interests of its shareholders, but also the interests of the Company’s employees, clients, and suppliers and those of other parties directly or indirectly related to it. Likewise, they must ensure the interests of the community where it operates and for the protection of the local and global environment. Administrators must record in the annual report or in periodic communications to the partners, as appropriate, the actions taken in this regard. Compliance with the foregoing may only be required by the shareholders of the Company.

b) Board of Directors where all members have powers of representation and board of directors composed of three members

FOURTH – OF THE CORPORATE PURPOSE: The purpose of the company will be the broad exercise of commerce, the provision of services, and the production of goods. In fulfilling the corporate purpose, the Company will seek to generate a positive impact for the community, people linked to the Company and the environment. Only the quota holders of the Company may demand compliance with the provisions of this article. The Company may, for the fulfillment of its object, (i) manage, acquire, lease, assign, dispose, deposit, donate, dispose of, export, encumber, mortgage, import, pledge, possess, title and transfer any kind of shares, goods, bonds, certificates, rights, currencies, licenses, patents and titles, (ii) enter into all types of contracts with individuals and entities, private and public, foreign and national, (iii) provide bonds and other guarantees, for the benefit of their Shareholders or third parties, (iv) turn and negotiate securities, give and receive goods and rights in trust, being able to act as trustee, settlor and trustee, give and receive donations, inheritances and bequests, give and receive credits and loans, (v ) open safe deposit boxes in national or foreign banks to deposit and withdraw documents, objects and values, open all types of accounts in banks and financial institutions, private and public, foreign and national, (vi) form part of, acquire and merge with other companies, private and public, foreign and national, (vii) celebrate, develop and promote public and private events, and (viii) broadly, develop in its business with full legal personality, without further ado limitations than those imposed by the laws or its Articles of Incorporation.

SEVENTH – OF THE ADMINISTRATION: The social businesses will be administered by a Board of Directors composed of three members who will be President, Treasurer and Secretary. (It is not / is) necessary to be a shareholder to hold the positions of Director. Said representatives will be appointed by the Shareholders’ Meeting and will remain in office for (the entire corporate term / for X years), except for removal by said Meeting. The President, the Treasurer and the Secretary will be responsible for judicial and extrajudicial representation with powers of Attorney General without limit of sum, (joint / individual). In the performance of their activities, the Company’s administrators must consider not only the interests of its shareholders, but also the interests of the Company’s employees, clients, and suppliers and those of other parties directly or indirectly related to it. Likewise, they must ensure the interests of the community where it operates and for the protection of the local and global environment. Administrators must record in the annual report or in periodic communications to the partners, as appropriate, the actions taken in this regard. Compliance with the foregoing may only be required by the shareholders of the Company.

Important

This official language was prepared and approved by Legal Community B with the aim of promoting an advocacy agenda in a regulatory framework and public policies favorable to movement B.

Other versions of this language will not be accepted as compliance with the legal requirement for the country.