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You have to say a LOT MORE about this in order to get a meaningful reply. A website reference would be helpful.
There is a Dave McDuffie living in or near San Ramon (I think). If he’s the guy you’re referring to, my impression, based upon one brief meeting, is that he’s very likely on the up-and-up.
If what he’s doing is having his attorney form a corporation, issue the stock to him, get the books issued, dot the “i”s, cross the “t”s, etc, and he’s offering to sell you that corporation, then this is probably a legitimate thing to do. One might refer to this as a “shelf corporation”. It’s sitting on the shelf waiting for someone to come along and buy it.
Questions you should ask relate to the issuance of the stock, the official corporate books, etc. You should have your own attorney review everything in great detail. You should also ask your attorney about the cost of forming a corporation directly. It’s no big deal. Is it worth it to you to purchase an existing corporation just to save some time?
Be a careful shopper.
Well put. Although I might add that a shelf corporation also incurs the added cost of changing the board of directors. This is why pre-formed corporations are also know as “shell” corporation (easily confused with shelf and both one in the same) because they provide the shell to cover the newly added components, such as the junta directiva and other legalese and clauses that describe the purpose of the legal entity etc. With a newly formed S.A. or S.R.L. you appoint the members and you can include succession clause, of course if you do not plan on ever dying this would not be needed (Arrrrr).
I would like to see how the transfer could be done “Online.” My experience has been that the signatures related to the transfer have to be recorded in the Attorneys book and they sign that they witnessed the signature. I have flown to Costa Rica just to sign stuff…
JerryI’m quite certain you are correct, Jerry. The initial issuance of stock must be to someone who is physically present to sign for it, and I think that the transfer of stock to the new owner must also be signed for in the corporate books and before a notary by both parties — physically present. Of course, nothing says that transfer has to occur at any particular time. That is, one could buy an existing corporation with stock held by Party A and not do the transfer to Party B for some months or years. The risk would be that the assets of the corporation would be subject to sale or transfer by whomever the existing stockholders and officers are.
A pre-existing “shelf” corporation would be a convenience to purchase if one were coming to Costa Rica soon and wanted to transact business in the name of a corportion quickly. Half an hour in the attorney’s office annotating the books could get the stock into the new owner’s name and change the board of directors, and you’d be good to go.
The remaining question is what’s the premium to be paid for this convenience?
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