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Electronic bill of exchange and promissory note law

Electronic bill of exchange and promissory note law

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The Legislative Assembly of the Republic of Costa Rica decrees the bill on electronic bills of exchange and promissory notes.

1. What is the purpose of this Law?

This law shall apply only to electronic bills of exchange and promissory notes, and its purpose is to regulate the dematerialization and electronification thereof, as well as their entry into the Centralized Registries.

2. General principles of electronic documents applicable to the aforementioned securities:

In addition to the principles governing bills of exchange and promissory notes issued on paper, the following principles shall be observed for the dematerialization, issuance, custody, administration, endorsement, circulation, affectation, encumbrance, seizure, and any exchange act on them:

Technological Neutrality

According to the aforementioned principle, no provision of this law shall exclude, restrict, or deprive legal effects to any method, procedure, device, or technology to create, circulate or perform any exchange act regarding an electronic bill of exchange or promissory note.

Functional equivalence

Through this article, it is intended that the electronic bill of exchange and promissory note have the same value, evidentiary effectiveness, and enforceability as to its equivalent in the paper.

Inalteration of pre-existing law:

It is hereby understood that the provisions established by this law do not imply a substantial modification of the pre-existing law.

Equivalent signature value

The electronic bill of exchange and promissory note subscribed through a digital signature or digital certificate indistinctly will have the same value and evidentiary effectiveness of its equivalent signed in autographic form.

Other principles

The other principles applicable to electronic documents and related to digital signatures are considered for these securities.

3. Issue and Centralized Registries

It is important to consider that the issuance of an electronic bill of exchange or promissory note must comply with the requirements established in the Code of Commerce, except as modified under this law, in addition to complying with the current laws associated with the issuance of electronic documents and digital signature, which allow verifying its integrity and univocally identify its signer and legally link the issuer, guarantor, holder, or any other intervening party, as appropriate. 

In the commercial legal relationship, the figure of the legitimate holder is very essential. Therefore, for the electronic bill of exchange and promissory note, the legitimate holder will be whoever appears as such in the account entry in the authorized Centralized Registry system. 

It should be noted that all bills of exchange or promissory notes dematerialized or issued by electronic means must be recorded in an account before a Centralized Registry.

For all this, Centralized Registry is understood as:

“The public or private entity authorized by the SUGEVAL (Superintendencia General de Valores – General Superintendence of Securities) to register through book-entry the electronic bill of exchange and promissory note, including its dematerialization, issuance, custody, administration, endorsement, circulation, affectation, levy, seizure, and any exchange act under the form of book entries.”

If the provisions of this law are not duly complied with, the Centralized Registry may incur infractions (serious or minor) and penalties. Among the main infractions are:

  • Performing activities outside the legal or regulatory authorized purpose. 
  • No accounting. 
  • Those keeping accounting records with delays, inaccuracies, or other material or significant irregularities. 
  • Failure to comply with the reserve obligation and/or authorization requirements.

To learn more about infractions, penalties, and other provisions, click here.

4. Validity

This Law will become effective as of the date of its publication in the Official Gazette and require the issuance of the corresponding regulations by the National Council for the Supervision of the Financial System, which has a term of no more than six months. 

Source: La Gaceta 19/08/21

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