Welcome to Toucan Valley
This guide is intended to provide information to prospective investors in Toucan Valley S.A.
The Corporation & Location
Name: Toucan Valley S.A.
Legal Identity: 3-101-710084
Location: Puntarenas, Osa, Ciudad Cortés, from 196km of the Costanera Sur, 7km southeast of the Osa Canopy Tour, Southern Zone of Costa Rica.
Corporate Structure & Investment
Toucan Valley is owned by Toucan Valley, S.A. (TVSA), which is a corporation that is registered in Costa Rica and operates under Costa Rican corporate law. If this were an American corporation it would use the designation Toucan Valley, Inc. Sociedad Anónima or S.A. is the rough equivalent of Incorporated. The assets of Toucan Valley, S.A. are 29 acres of land and all the buildings, infrastructure, and improvements on that land.
Currently this includes a community center, swimming pool, water well and distribution system, two gray water treatment plants, a community laundry, internal roads, tilapia pond, vegetable gardens, fruit forest, storage buildings, onsite jungle trails, 100 year lease on surrounding jungle and hiking trails and 44 homes referred to as villas. Most villas are semi-detached homes or duplexes. Some are fully detached or stand-alone homes.
Toucan Valley, S.A. is a share corporation. That means it has issued shares and individuals may invest in Toucan Valley, S.A. by purchasing shares. At this time all of Toucan Valley’s shares are owned by an individual investor. That is, the corporation does not own any of its own shares. Therefore, new shareholders must purchase their shares from an individual investor who is willing to sell.
Toucan Valley shares are generally sold in blocks of 13 or 26 shares. Holding 13 shares will give an investor the right of occupancy for a specific duplex villa. Holding 26 shares will give an investor right of occupancy to a specific stand-alone villa. Multiple shareholders may own the block of shares associated with a single villa and will also share ownership rights.
Rights of Investors
Toucan Valley, S.A. is owned by its shareholders. Shareholders meet at least annually. Meetings are usually conducted virtually. At shareholder meetings, shareholders elect officers, set the annual budget and make other significant decisions about the operation of the corporation. A board of directors (elected by the shareholders) guides the corporation between shareholder meetings. Board meetings are often open to shareholders. Board minutes are published.
The right of occupancy associated with a specific villa grants the shareholder(s) the right to live in their villa full or part-time, lend their villa to friends or family, rent their villa long-term or short-term and benefit from the rental (please see current rental agreement), sell their shares and benefit from the sale, or place their shares in their will so that heirs may inherit them.
Corporation Documents
Responsibilities of Investors
Shareholders are responsible for the furnishing and maintenance of the insides of their villas. They are also responsible for all the expenses associated with the upkeep and operations of Toucan Valley, S.A. Shareholders fulfill this second responsibility by paying a monthly share support fee or Shareholder contributions. The amount of this fee is set by the shareholders at an annual meeting as part of the budgeting process. The current HOA fees are as follows: 1 Bedroom Villa = US$327 per month, 2 Bedroom Villa = US$349 per month, 3 Bedroom Villa = $380 per month. In return for this fee, shareholders receive an array of services described below.
Each villa in Toucan Valley has an electric meter. Electricity is provided by an agency of the Costa Rican government called ICE (pronounced EE-say). Villa occupants are billed monthly for their electricity usage. The electricity usage amount is added to the monthly HOA fee invoice. Shareholders do not have to pay ICE directly.
Services Provided to Investors
Investors receive the following services:
- All exterior maintenance for the villa you occupy, including painting, cleaning gutters and roofs, repair of window and door screens. Note: if a shareholder chooses to screen-in a porch or patio or add a carport, such additions are not the responsibility of the HOA and will require a private job for repair or maintenance.
- Groundskeeping throughout Toucan Valley including the areas adjacent to the villa you occupy. This can include grass cutting, hedge trimming, removal of dead branches and bushes, and replacement of dead plantings. Some shareholders have also chosen to customize or enhance the garden areas around their villas above and beyond the normal landscaping. In such cases, they either maintain the new garden themselves or pay a crew member as a private job after working hours.
- Maintenance of all common areas including swimming pool, community center, laundry, interior roads, vegetable and ornamental gardens, water and sewer systems (including septic tank clean out).
- Internet (Option to upgrade the internet in the villa you occupy, at an extra cost paid by you).
- Trash removal.
- Payment of property taxes and homeowner’s insurance.
- Electricity at the laundry and in the common areas.
- Regular termite treatment (Interior and exterior).
- A system for villa rental that allows Shareholders to rent conveniently. (See current Rental Agreement).
- The villa rental pool will see to it that the villa is cleaned before and after guests arrive.
- Guests are greeted, receive keys, and are instructed in how amenities in the villa work.
- Villas are stocked with toilet paper, paper towels, and cleaning supplies.
- Your share support fee is paid from your rental proceeds.
- All necessary government fees and taxes associated with villa rentals are paid in a timely manner.
Failure to pay the monthly share support fee can result in the termination of electric and water service and the termination of all services to the villa that you occupy. Under these circumstances, rentals for the villa cannot be accepted.
What is the official process for a shareholder to sell their shares, and how is that connected with the villa they occupy?
- A shareholder has the exclusive right to occupy (or let a friend/family member occupy) or rent out a certain villa for 12 months of the year.
- EACH OF US SHAREHOLDERS OWN “THE RIGHT TO OCCUPY”, not the actual villa. We are all co-owners of the entire property, just like people who own stock in any corporation are co-owners.
- The shares we own have a symbolic value as stated in the TVSA constitution. Because the shares give you the right to exclusive occupancy of the villa, the Shareholder can decide the price they would like to sell the shares for, along with the right to occupy that villa. This is usually based on the current Market Value.
(What a willing seller is willing to sell for and a willing buyer is willing to buy for.)
When selling shares, each party has a responsibility, including: the Seller, Agent, the Buyer and the Corporation.
The Seller, Agent or Current Shareholder
The seller has the responsibility to:
- Inform the TVSA Board of their intention to sell their Shares.
- Locate their current Share certificate.
- Inform the potential Shareholder of the setup of the Corporation.
- Give them copies of the Constitution, Bylaws and CC&R’s.
- Make them aware of the monthly Shareholder contributions they will need to pay currently and an understanding that will fluctuate over time as the budget changes.
- Legally required to notify the board of their sale. (Board needs to register the new Shareholder through the TVSA Attorney.)
- Assist board in gathering the information needed for Shareholder Registration.
- Bring all accounts with the Corporation current prior to the sale. If a debt is owed to TVSA, this will need to be included in the sales agreement.
- Pay any legal costs involved with your sale that is not covered by the buyer, including any legal services provided by the TVSA Attorney and taxes.
The Buyer / New Shareholder
The sale of the Shares with the right to occupy a villa is classed as an indirect transaction.
- The buyer is responsible to pay 1.5% tax on that transaction.
- Pay legal fees that go into writing the contract and purchase agreement.
- Cover the cost of any legal services provided by the TVSA Attorney.
We strongly recommend going through the TVSA Attorney. Complete closing costs will be a total of 3% of the sale price.
A new Shareholder is required by law to provide the following information to the Board of TVSA:
- Full Name
- Home address
- E-mail address(s)
- Occupation
- Marital Status
- Copy of a current passport
Buyer Registration & Due Diligence
TVSA will register the new Shareholder with the National Registry of Costa Rica. The buyer will be responsible for the legal fee for this registration. (Included in the 3% closing costs)
Make sure all taxes are paid for the indirect transaction. As a new Shareholder of the Corporation, your details will be registered with the National Bank of Costa Rica. If taxes are not paid this can be traced by the Costa Rican Government on the national registry.
We ask that the potential buyer meet with a member of the board before the transfer of Shares; this can happen in person or via a Zoom meeting. This will give both parties a chance to make sure everything has been covered. Also an opportunity to ask questions about the community they are buying into.
It is also highly recommended that the buyer visit the property in person before the sale of Shares. The Corporation and the Board have no responsibility to the Buyer for their failure to do their due diligence.
The Corporation / Toucan Valley S.A.
When a sale is complete, TVSA, through our Attorney have the responsibility to register the new Shareholder with the national registry.
After the Seller and Buyer have completed all requirements, TVSA will record the transfer in the Corporation Shareholders Books and complete the new Shareholder registration.
Any offer to purchase 10% or more of the Shares of TVSA will need direct authorization from the Board of TVSA after a Shareholder vote.
- This is a Costa Rican law that goes above our Constitution and Bylaws.
- It is designed to protect Corporations and the Shareholders.
General Disclaimer
The information provided is presented in good faith and to the best of the Board’s knowledge at the time of preparation. While every effort has been made to ensure accuracy, details may change as additional legal, technical, financial, and regulatory information becomes available.
Nothing in this document should be interpreted as a guarantee, contractual commitment, or legal representation, and all purchases should be made only after independent legal review by the buyer.