Annual General Meeting

Published on Feb 28, 2025

Melania Dittel, Sebastián Solano and Julián Álvarez from Costa Rica, experts in Corporate and Commercial Law, share this article regarding the annual obligation of corporations to hold their Annual General Meeting.  

  

In accordance with Costa Rican commercial legislation, companies must hold their Annual General Meeting within three months following the closing date of the fiscal year - December 31, 2024 - which expires on March 31, 2025. 

 

At this meeting, the members must discuss, at least, the following topics: 

 

  • Presentation, by the administrators, of the report on the results of the company's annual fiscal year; 

  • Declaration of profits and approval or disapproval of the distribution of dividends; and,  

  • Appointment of directors of the company, if applicable.  

  

In addition, other matters of relevance to the operation of the company may also be discussed at this Meeting. 

 

These meetings may be held either in the national territory or abroad, if so, established in the bylaws, and they may also be held in person or virtually, unless there is an express prohibition. 

 

It is important to take into consideration that this obligation applies to commercial companies, including both corporations and limited liability companies. In addition, it is necessary that such Meeting is called and held in compliance with the provisions of the bylaws of the legal entity; or in case it is not so indicated, the provisions of the Code of Commerce must be followed. 

 

Should you have any inquiries or require our services to comply with this obligation, our experts in the area are at your disposal, please contact them at the following e-mail addresses:  

 

Melania Dittel: melania.dittel@ariaslaw.com 

Socia  

 

Sebastián Solano: sebastian.solano@ariaslaw.com  

Senior Associate  

 

The information provided by ARIAS® is presented for informational purposes only. This information is not legal advice and is not intended to create, and does not constitute, an attorney-client relationship. Readers should not act upon this information without seeking advice from professional advisers.