🧾 Reinstating Dissolved Corporations in Costa Rica (Law 10255): Complete Legal Guide

On May 31, 2022, Costa Rica enacted Law No. 10255, published in the Official Gazette (La Gaceta No. 100), introducing a legal process for the reinstatement of dissolved corporations. The purpose is to reactivate commercial entities and stimulate the national economy by allowing previously dissolved companies to recover their legal status.

✅ Who Can Reapply for Reinstatement?

According to Law 10255, corporations that were dissolved under the following conditions are eligible to apply for reinstatement:

• Dissolution due to non-payment of the Legal Entities Tax
• Expiration of the company’s legal term as per Law No. 9428
• Expiration defined in the company’s articles of incorporation (Article 201, Commercial Code)

The request must be submitted within three years from the official date of dissolution through the National Registry’s Department of Legal Entities.

📋 What Are the Requirements?

• All outstanding taxes, penalties, interests, and legal obligations must be paid in full.
• The request must be submitted by the corporation’s legal representative.
• Corporations must also comply with Law No. 9416 (Anti-Tax Fraud Law), by submitting the Ultimate Beneficial Ownership Declaration within 2 months of reinstatement.

⚠️ How Does This Differ from the 2017 Reinstatement Law?

Unlike the 2017 reinstatement window, which required all tax arrears to be settled by December 15, 2017, Law 10255 does not impose a specific deadline for repayment. This makes reinstatement more flexible and accessible to a broader range of dissolved companies in Costa Rica.