Registration of dissolved companies

Every year, companies must pay the Corporate Tax as a requirement for the correct exercise of their activities, this payment must be made to the General Directorate of Taxation of the Ministry of Finance. When companies fail to comply with the payment of this tax for three consecutive periods, they are dissolved ex officio. Companies can also be dissolved due to the expiration of their corporate term.

The process to dissolve and liquidate a company can be very complicated and costly, if the company owned assets, shares from other companies or performed activities that it can no longer continue executing after the dissolution.

Looking to avoid those inconveniences, on April 28, 2022, the Costa Rican Legislative Assembly approved in second debate the Law of Re-registration of Dissolved Companies, through which the companies that were dissolved for the above-mentioned reasons can be re-registered as long as the payment of the taxes for the due periods is made, and the registration is requested within the first three years from the dissolution.

It is important to clarify that, to enforce the law, an Executive Decree must be issued, to regulate the process of registration of the dissolved companies, before the Registry of Legal Entities. In accordance with the new law, the Executive Branch has three months, since the moment the law enters into force, to issue the regulation.

In case you require assistance with the registration of a dissolved company, or have any questions regarding this matter, do not hesitate to contact us at and we will be glad to assist you.

TACTIC Legal Studio

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