General Instructions Establish a Business National Registry Tourism Sector
1. Registration of the business enterprise
In order to register a business enterprise (public company, limited liability,
limited partnership or company in collective name), the public document has to be
presented before the Mercantile Registry, with the objective of registering it and
to obtain the corporate identification number (cédula jurídica in spanish).
1.1 Requirements and description of the process.
A public document pursuant to the requisites of Article 18
of the Code of Commerce has to be completed by a public notary[1]. Said document
must request the issuance of the corporate identification number. To create
the company, a minimum of two persons must be included[2].
It is the responsibility of the notary who draws up the public document, prior to its preparation or at least before its presentation at the Registry, to:
Verify that the proposed trade or commercial name for the
company is not already registered.
Prepare a study of the Registry for those cases where contributions of personal property or real estate are registered as part of the capital stock.
Publish in the official daily newspaper, "The Gazette"" (National
Press), the edict with the synthesis of the creation of the company[3]. It is
sufficient to present the paid receipt covering the publication.
Pay at the Bank of Costa Rica (Banco de Costa Rica) or at
any agency or branch, the revenue stamps or registry rights, pursuant to Article
2 of the Tariff Law of the Public Registry[4].
Once the requirements a), b), c) and d) have been fulfilled the following documents must be presented at the Mercantile Registry: the public documents, the paid receipt for revenue stamps and the notarial document indicating that the edict was submitted for publication, stating the number of the coupon which the National Press issues as evidence.
Requisites a) and b) have to be carried out by a notary public.
Requisites c), d) and e) (in reference to the presentation at the Registry) can
be executed by the notary or by the applicant.
Before registering a company, a reservation of priority of the name can be carried
out, for which the procedures and requirements established for the deed of reservation
of priority, pursuant to Article 235 bis of the Code of Commerce, must be followed.
1.2 Estimated Average Duration.
It takes between 15 to 30 days. No legal term exists for the completion of this
form.
If the registration document requires clarifications or amendments, according to
the Registry, the processing time could take longer than estimated.
If the deed is presented without complying with the requirements set forth in Article
18 of the Code of Commerce, if there are doubts, or it has omissions, the deed will
be returned for the pertinent corrections to be made. Once it has been corrected,
it must be presented again before the Registry, and the procedure will have to be
repeated as many times as it is returned.
Remember that 10 days after the registration of the company, it has to be registered
as a taxpayer before the General Income Tax Office.
1.3 Pertinent legal basis.
2. Registration of a branch of a company domiciled abroad
When applicable, a foreign company can choose to create a branch of the company
or designate a legal representative. For the creation of the branch and/or appointment
of a legal representative in the country, the public document must contain the requisites
of Articles 226 and 232 of the Code of Commerce.
The payment of the registration fees follows the same criteria as those for the
constitution of a commercial company domiciled in Costa Rica.
2.1 Estimated Average Duration.
From 15 to 30 days. There is no legal term for this procedure.
3. Registration of a mark or commercial name[5]
3.1 Requirements.
Prior to the presentation of the registration application
to the Patent and Trademark Office, an innovation study has to be executed in
order to determine if equal or similar distinctions exist that have been previously
registered and, if they are in force in the same international class.[6]
Submit the pertinent form duly signed by the applicant or the legal representative and the signature authenticated by a notary, or an application that contains:
Identification information of the applicant, of the legal
capacity or both, in those cases where it corresponds or when he/she has the
right to act in the name of a company or collective entity.
Indication of the country of origin of the trademark, location
of the plant or offices where there is manufacture, commercialization distribution
or rendering of the goods or services to be protected, or where the commercial
establishment will be located.
Identification of the goods, services or commercial product
to be protected and its location pursuant to the international classification.
Identification of colors reserves, when applicable.
Identification, description, or both, of the characteristics of the trademark that the company wants to protect.
If graphic or mixed trademarks are to be registered, the symbol of the trademark that is being requested has to be described and accompanied by 15 sample designs, at a maximum size of 10 cm by 10 cm.
If it is a distinctive trademark comprising only nominative elements, a description or a design does not have to be submitted.
Attach the documents that attest to the ownership or adoption
of the distinction requested as well as those that attest to the existence,
ownership and the commercial drafts of the applicant.
Indicate a place for notifications.
The payment of the registration stamps can be executed upon presenting the application or subsequently.[7]
3.2 Description of the process.
The Patent and Trademark Office examines the application and determines the compliance with the requisites within 15 natural days.
If the requisites are not complete, the Office notifies the
applicant of the omissions or errors and the applicant has 15 working days to
correct the application.
If the applicant corrects the application on time, the Office
will re-examine the form.
If the applicant does not correct the application or if the timeframe has expired, the application will be filed.
The registry prepares an edict to hear oppositions of third parties. It has to be published in the official newspaper "The Official Gazette" three (3) consecutive times and the procedure is suspended during 2 calendar months, beginning from the first publication.
If there are no oppositions, the company will be registered
in about 15 natural days.
If there are oppositions, the applicant is given the opportunity to contend during one calendar month and then the Registry resolves. The resolution of the Registry can be appealed before the Third Section of the Administrative Litigation Court, which will be settled in approximately 6 months.
The additional Registry pertaining to the issuance of the
Registration Certificate of the distinction in question, must be cancelled at
any of the branches of the Bank of Costa Rica (Banco de Costa Rica.)
Once this process has concluded, the Registry issues a registration of the distinction.
Note that according to Article 85 of the Trademark Law N° 7978, if during 6 months, the applicant does not continue with the process, the application has to be abandoned and is filed.
3.3 Estimated average duration.
No less than 4½ months as a minimum, that is, if there are no oppositions and assuming that the documents are complete at the moment of presentation and that they do not require corrections. No legal timeframe exists for this procedure.
3.4 Pertinent legal basis.
Trademark Law and
other Distinctive Marks N° 7978 and its amendments. Articles 7-11, 13, 67-70,
94.
Regulation on the
Trademark Protection Law and other Distinctive Signs. Decree N° 30233-J.
Code of Commerce; Article 243.
3.5 Appendix. Official forms.
Application for Registration of a Mark (Form in Spanish for official purposes)
Instructions for Registration of a Mark
Application for Registration of a Commercial Name (Form in Spanish for official purposes)
Instructions for the Application for Registration of a Commercial Name
[1] Pursuant to Article 18 of the Code of Commerce, the corporation charter of every commercial company must contain:
Place and date that the contract took place.
Name and surname, nationality, profession, marital status and address of the natural persons that form the company.
Name and company name of the artificial persons that are involved in the founding the company.
Type of company that is constituted.
Objective that is pursued.
Company or trade name or denomination.
Duration and possible extensions.
Total capital stock and the manner and term in which it must be paid.
Expressly state the contribution of each partner in monetary
value, goods or in any other values. When the contribution values are not in
legal tender, they must be given and consigned in the corresponding monetary
assessment. If due to negligence or bad faith a higher valuation to the real
one is established, the partners have to jointly and severally answer to the
third parties for the excess of the assigned value and for the resulting damage
and prejudicial consequences.
The same responsibility will be assigned to those partners who due to negligence
or bad faith do not effectively make real the contributions consigned as made
in cash.
Address of the company; it has to be an actual and true address within the Costa Rican territory, where it can be effectively notified.
Administration method and authority of the administrators.
Designations of the administrators, with an indication of those who will have the representation of the company with their letter of acceptance, if applicable.
Name of the resident agent, that complies with the following
requisites: is an attorney, has an office operating in the national territory,
possesses sufficient capacity to receive judicial and administrative notifications
in the name of the company, when the company does not have any representatives
living in the country.
The Registry will not record any of the documents relative to the company, if
in the cases where it is necessary; the designations are not in force.
Method of preparation of the balances and distribution of the profits or losses among the partners.
Stipulations on legal reserves, when appropriate.
Cases when the company will be prematurely liquidated.
Basis to carry out the liquidation of the company.
Method to proceed in the election of the liquidators, when they have not been previously designated and capacities that have not been conferred.
Whichever other convention to which the founders consented.
[2] Requirement established in Article 104 subparagraph a) of
the Code of Commerce.
[3] Establishes the public information of the notary act that is executed.
[4] The revenue stamps represent a tenth of the base salary as defined in the Law
N° 7337 of May 5, 1993, that for the beginning of the year 2001, it is ¢73.950,00.
The payment of other revenue stamps is executed in agreement to the total Capital
stock and the sum of ¢2,000.00 has to be paid for the concept of issuing the corporate
identification card. All these payments can be made at any branch of Banco de Costa
Rica.
If contributions to the company of personal property or real estate (subject to
registration) exist, additional payments in regards to transfer taxes and the fees
and revenue stamps in agreement with the fiscal value of the goods must be made.
In the case of real estate, the percentage to be paid in transfer tax is 1.51% of
the fiscal value; if the process is for personal property, the percentage to be
paid is 2.51% of its value. For the payment of the transfer tax, it has to be completed
in the pertinent form (F-151 at a cost of ¢90.00) and then paid. Additionally, the
fees of the notary public have to be paid.
[5] Other types of procedures can be executed under the protection of the Trademark
Law N° 7978; for example assignment of trademarks or renewals. These procedures
are not included because they do not pertain to the procedures to establish a company.
The requisites are defined in the aforementioned law.
[6] Distinction refers to a trademark of goods or services, commercial name or special
design.
[7] The registry rate is set forth in Article 94 of the Trademark Law N° 7978, amended
by Law N° 8020.
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