INSTRUCTIONS FOR INCORPORATION OF S.R.L.

The “Sociedad de Responsabilidad Limitada” (S.R.L.) must be incorporated by at least two persons, who must be present before a Costa Rican Notary Public to do so, and must sign the incorporation deed in the Notary's Protocole Book. For the incorporators we need to have their full names, passport numbers, marital status (i.e. single, married once, married twice, divorced once, widow, etc.), place of residence and occupation, we also need to receive by fax ([011][506]2047872 a copy of their passports.

The corporation must be provided with at least one Manager, although there is no limitation as to how many managers it can have. The manager position(s) must be occupied by individuals (which might be the same people incorporating the company), for whom we must have full names, passport numbers, marital status (i.e. single, married once, married twice, divorced once, widow, etc.), place of residence and occupation, we also need to receive by fax ([011][506]2047872 a copy of their passports.

There must also be a decision on the powers of attorney to be given to the manager or managers, so they can be the legal representatives of the corporation (normally at least one of them, or the only manager, has a full power of attorney without limitations). The power(s) of attorney may be limited up to a certain amount or to certain actions (i.e. one may require an authorization of the shareholders to sell or encumber land), or one may require the joint action of two of the representatives for some actions or for transactions of more than a certain amount.

A name must also be chosen. Such name can be in any language; and must not be similar to any existing corporate name (a Register search must be performed in order to verify if there is no similar name already registered). The name may be a word with no meaning in any language. We suggest to provide us with several name options in order of priority to research them.

Finally, the incorporation capital must be determined (which we suggest to set at a minimum amount of ten thousand colones); and the number of shares (since individual shares cannot be divided, it must be a number big enough to accommodate any transfer or distribution of shares you may encounter in the near future: we normally use 100 shares, but it could also be 1.000 or even more).

All these appointments and characteristics may be changed at any time by a shareholders meeting, in the event there is a need to modify the company's By-Laws according to new needs or requirements.