Corporate Law

ICS offers the service of incorporation of companies in Costa Rica, either corporations or limited liability companies, for clients who wish to formalize and organize their economic activity, either in order to achieve the structuring and effective management of their business, ensure business control through a "holding company", or plan in a practical way the continuity and succession of the company. ICS's team of experts will advise our clients, according to their business reality and objectives, on the structure that suits them best.

In case the client's objective is to create an operating company and start a commercial business in Costa Rica, general compliance services will also be provided, which will include full assistance with the kick off We also work with a team of tax experts to ensure that tax obligations are fully complied with, and that the necessary permits and patents are obtained.

This service, which is also known as "Mergers and Acquisitions" (M&A), is a service that provides
Acquisitions", focuses on consulting and management of procurement-related processes,
sale, merger or spin-off of companies, which is of vital importance for companies seeking to
expand, diversify, reorganize or improve its market position. Obtain the
ICS assistance in this type of process guarantees an efficient and safe execution, due to the team of professionals we have in the field of tax and compliance.
financial, as well as legal-corporate issues.

The ICS team of experts is available to provide this service, from the process of advising on strategy formulation, evaluation and review of the strategy, through to the development and implementation of the strategy.
target company in order to identify risks and contingencies (due diligence process),
guidance in the negotiation, up to the structuring and execution of the drafting of the agreement.

By means of an analysis and mapping of the corporate and tax structure and operation of our clients, ICS offers the service of optimizing their processes by means of a business reorganization proposal, with the main purpose of keeping the companies competitive, so they can achieve their goals in a more effective way.

By better understanding your organization, we can better define potential weaknesses and maximize opportunities. We will ensure compliance with corporate regulations through a complete tax assessment and improve everything necessary to take advantage of possible savings opportunities and minimize tax liability; all this by designing ways to reorganize companies through the application of figures such as mergers, spin-off or division of entities or cost centers; the creation of new entities in Costa Rica or abroad, the creation of integrated treasury management centers, the arrangement of inter-company transactions, among others.

At ICS we also offer the service to execute The legal-corporate requirements during the activities and procedures that a company performs to manage its day-to-day operations, as well as the control and management of the annual corporate compliance with respect to the obligations that companies in Costa Rica must comply with. The following are some of the services provided by our experts in the field.

• Keeping and custody of the legal books of the companies.
• Reminder and payment of the Tax on Legal Entities and the Education and
  Culture.
• Annual Statement Filing of Inactive Companies.
• Annual filing of the ordinary declaration with the Registry of Transparency and
  Final Beneficiaries.
• Generation of membership meetings and Board of Directors' meetings.
• Preparation of proxies for the holding of shareholders' meetings.
• Obtaining legal personality before the National Registry.
• Renewal or issuance of new volumes of legal books.
• Exchange or issuance of new shares.
• Processes for the replacement of lost legal books and stock certificates.

We understand that in the daily operation process of a company in Costa Rica, notarial services will be required on a constant basis; this in order to provide legal certainty to the different processes executed, as well as to comply with the legal requirements and compliance of different entities that regulate the operation of companies in Costa Rica.

The ICS team has a notary department, formed by Costa Rican Notary Publics and Notary Publics with more than 15 years of experience in the field, and these are some of the services we provide:

•  Notarial authentication of signatures.
• Certification of copies.
• Certification of various documents.
• Affidavits.
• Wills and successions.
• Issuance of all types of powers of attorney.
• Certifications of incorporation and capital stock.
• Proofs of membership meetings and Board of Directors' meetings.
• Cancellations of pledges and mortgages.
• Deeds of rectification of data before the National Registry.

The declaration before the Transparency and Beneficial Ownership Registry was created in Costa Rica by Law No. 9416, entitled "Law for the Strengthening of the Fight against Money Laundering and Terrorism Financing". This law seeks to improve transparency in financial transactions and in the ownership of legal entities, facilitating, through such Transparency Registry, the identification of the natural persons who ultimately control or own the companies.

Through this declaration, the chain of ownership of the companies must be disclosed, up to the individuals who, directly or indirectly, own or control the entity, in order to promote a more transparent and reliable business environment. This obligation, in its ordinary version, must be complied with on an annual basis, in order to avoid tax penalties for non-compliance, and at ICS we have the necessary tools and the full capacity to assist our clients during the process, and guide them on the specific requirements depending on the structure of their company.

Thinking "out of the box" is part of our identity, and we are proud to have been part of the corporate and tax legal team in the execution of different special and sophisticated projects, such as those listed below:

• Joint Venture Agreements for real estate developments.
• Phantom Stock Agreements.
• Preferred Stock Agreements.
• Private Shareholder Agreements or SHA.
• Contract for the Rendering of Real Estate Project Services.

If there is one thing that characterizes the ICS team of experts, it is the constant innovation and creativity in proposing solutions for the different transactions of our customers.
customers.