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We own some land in CR, and just got this email from our attorney. I would like some feedback if possible.
“On past August 8th, 2012 the Costa Rican Legislature (Asamblea legislative) approved a modification to the Law Nº 4755 -Code of Taxing Procedures- which added a Penalty to the Corporations that does not keep the Corporation Books current up to date.
On the article 155 of the Costa Rican Commerce Code, is established that once a year there must be an Ordinary Shareholders Meeting with the purpose of informing the partners of the income and loses of the Company, the distribution between the partners and a report of the works of the Board of Directors and Legal Representatives,
Even if you have an Inactive company (a Company that does not hold a business), you are required to hold this shareholders Meeting.
The shareholders Registry book must be kept up to date as well,In order to comply with this regulation, we are requiring you to please sign the power of attorney that you would find on the link below, and send it back to us scanned to this same e-mail address,
Afterwards, we would need you to wire the total amount of $200 to comply with all the items, using the account and information included on the Wire Transfer Instructions that you can find on the link below “
It’s been my understanding all along that an annual meeting is required. What is not clear is what the consequences of failing to hold that meeting may be. Especially in the case of an inactive corporation the shares of which are held by (say) a couple, whose interests might be jeopardized if the meeting were not held? Who would complain?
[quote=”rstelluto”]We own some land in CR, and just got this email from our attorney. I would like some feedback if possible.
“On past August 8th, 2012 the Costa Rican Legislature (Asamblea legislative) approved a modification to the Law Nº 4755 -Code of Taxing Procedures- which added a Penalty to the Corporations that does not keep the Corporation Books current up to date.
On the article 155 of the Costa Rican Commerce Code, is established that once a year there must be an Ordinary Shareholders Meeting with the purpose of informing the partners of the income and loses of the Company, the distribution between the partners and a report of the works of the Board of Directors and Legal Representatives,
Even if you have an Inactive company (a Company that does not hold a business), you are required to hold this shareholders Meeting.
The shareholders Registry book must be kept up to date as well,In order to comply with this regulation, we are requiring you to please sign the power of attorney that you would find on the link below, and send it back to us scanned to this same e-mail address,
Afterwards, we would need you to wire the total amount of $200 to comply with all the items, using the account and information included on the Wire Transfer Instructions that you can find on the link below “[/quote]
And just who is it in the CR government that is coming to check your books for this annual entry???? They can’t even keep up with the annual car registrations!
Sounds like a SCAM to me! Don’t send ANYONE a power of attorney or wire money! Should there be a requirement and needed entries you can make them AFTER you confirm the legal issues. And just as an side, even if this is required doesn’t $200 to make an entry in your books seem a bit much for CR? And it doesn’t seem your “attorney” is concerned if you held the meeting or not, just send money! I wouldn’t doubt if someone in his office is working a little side business churning his clients and ripping them off.
Confirm this info before doing anything.
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