In Costa Rica, inheritance can take certain forms, which will depend on the nature of the individual or entity that receives the assets. It can be: for natural persons, legal entities or inactive companies. In this article we tell you how to act in the case of a company.
When talking about inheritance, it is necessary to consider several aspects, including the existence (or not) of a legal instrument (will), who the beneficiaries are and what is inherited. Although each succession process may have particularities that require a specific analysis, there are certain points to take into account in the case of a company.
How to proceed when the assets are registered in the name of a company.
To answer this concern, there is nothing better than the opinion of our team of lawyers specialized in inheritance. The first thing is to clarify that when the partner or shareholder dies, the shares of a company enter into a succession process. It is important to note that even when the company has assets, what is inherited are not these directly but the shares. From this point it is necessary to take into account two questions.
On the one hand, the will. The first step is to find out if the person who died did so. If you actually have this legal instrument, it is essential to check if you left the shares of the company to a specific person, because if so, you do not have to divide them among several or decide who inherits them. It may also happen that there is no will or the shares are not mentioned; In this case, in the succession process it must be decided who or who is responsible for allocating them. The scenario can be even more complex when there are multiple partners, and some or all of them have died. In this context, all the corresponding succession processes must first be carried out (each separately) so that the shares are inherited by those who would be the new partners. Once this step has been carried out, you can move forward with the seats and assemblies that are necessary to change the Board of Directors/Representation, so that the company can continue to function normally.
On the other hand, corporate obligations. The payment of LEI, Declaration of final beneficiaries, of inactive companies, among others, is made by the legal representative of the company. In the case where the shareholder is in turn the owner of all the shares, he must register the executor so that the executor can, on behalf of the deceased, fulfill the obligations of the company.
In scenarios where the heir’s interest is not to inherit the shares but rather the property (movable or immovable), which is registered in the name of the company, it is possible. First of all, the asset distribution plan must be made and approved, in which the shares are awarded; Subsequently, the necessary acts can be carried out to transfer the shares.
If you require legal advice to prepare your will, do not hesitate to contact ERP Lawyers.
