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Re-registration of dissolved companies for non-payment of corporate income tax: How to proceed legally?

By Esteban Bolaños Benavides; Clare Facio Legal Assistant


According to Law No. 9428, corporations that fail to pay the corporate income tax for three consecutive periods are subject to dissolution. This situation has come to represent a prejudice for the partners who have assets or obligations linked to the dissolved company, which has brought as a consequence that those affected are forced to go through a liquidation process, payment of transfer tax to relocate the assets, among others; which usually involves a high investment.

Pursuant the numerous cases of companies that have been dissolved for this reason, last May 31, 2022, Law No. 10,255 was published in the Official Journal La Gaceta, the regulation that comes to remedy this situation, called “Law of Re-registration of Dissolved Companies”.

The purpose of this reform is to allow the re-registration of companies that have been dissolved due to the lack of corporations tax payment, with the purpose of recovering the legal personality and its legal status prior to the dissolution, through the payment of all outstanding amounts and interest.

Interested parties wishing to re-register their companies dissolved by Law No. 9428, must pay before the competent authorities the totality of the amounts owed for the Tax on Legal Entities, and appear in a public deed before the Notary Public of their choice – representing at least fifty-one percent of the capital stock of the dissolved company – to make the formal request for the return to legal life of their mercantile entity before the Mercantile Section of the National Registry. It is indispensable that after the payment of the Tax, copies of the payment receipts proving the compliance with this obligation must be kept, since they must be attached to such request. Likewise, special proxies appointed by the partner or partners for this purpose may appear to carry out the procedure, provided that the proxies represent the minimum number of shares mentioned.

In this sense, the interested parties must make the payment of the tax due no later than December fifteenth of the current year, and the request must be filed before the National Registry before January fifteenth, two thousand and twenty-three.

In order for a company to be eligible for the re-registration process, it must not have been dissolved for more than five years due to non-payment of the tax, otherwise, the process does not proceed.

Re-inscription will reinstate the company in the same position in which it was prior to its forced dissolution, always with the condition that the retroactive effects produced (by the dissolution) are maintained.

Finally, it is worth mentioning that as any other Costa Rican Law, this one needs a Bylaws to become effective, which must be issued by the Executive Power within a maximum term of three months as from the entry into force of the law, which would correspond to this month of August of the current year.

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