On Tuesday, May 31st, 2022, through the Official newspaper, The Gazette Number 100, the Re-registration of Dissolved Companies Law was published. This recently approved bill aims to promote national economic reactivation because dissolved companies will be able to resume the lucrative activities for which they were created.
The present Law establishes that dissolved companies can re-register before the Legal Entities Registry of the National Registry to recover their legal status. Three circumstances can occur for the re-registration: 1) if the company was dissolved for not paying the Corporate Tax, 2) for the expiration of the company’s legal term (according to the Law of Corporate Tax), or 3) for the expiration of the company’s legal term as stipulated in the public deed of incorporation of the company, according to article 201 of the Costa Rican Commerce Code.
For the re-registration to proceed, Law Number 10255 indicates that a request must be made to the National Registry within a term not exceeding three years after the declaration of the company’s dissolution. The legal representatives must make this request of the dissolved company if payment of all the pending amounts is paid, the principal sum of the tax obligation, fines, sanctions, and related interest.
Another important aspect of this Law is the provisions of article 6, which adds article 7 bis to the Law of Corporate Tax. This reform establishes that if re-registration proceeds due to the payment of debts previously paid by the legal representative of the company, and it is dully re-registered in the Legal Entities Registry, the company must also comply with the Law to Improve the Fight against Tax Fraud (Law Number 9416), about submitting the Declaration of Shareholders Registry and Ultimate Beneficiaries within a legal period not exceeding two months.
Finally, according to the Transitional Provisions of this Law, it is established that the Executive Power must issue a regulation that includes the re-registration request within the next three months of the start of the full force of this Law. Also, if the companies were declared dissolved five years before the full power of this law, the legal representatives can request the re-registration if they comply with this law’s requirements. This regulation has not yet been published; therefore, this Law does not have the possibility of being applied until the respective code is issued.
This Law must not be confused with another law published in 2017, where the re-registration of dissolved companies by debts was allowed but having paid the Corporate Tax no later than December 15th, 2017, once this date ended, the possibility of re-registration given by that law was no longer available. This new law, Law Number 10255, does not count with a specific term to comply with the payment, which means that almost all dissolved companies can be re-registered before the Legal Entities Registry.