How do you recover your property from a corporation that has been dissolved ?
The National Registry of Costa Rica has administratively dissolved thousands of corporations that owed more than 3 years of the annual corporation tax. Many of these now dissolved corporations owned property such as real estate, vehicles or other assets.
Once the corporation appears as dissolved (disuleta por ley 9024) it cannot be re-instated by paying the back taxes that were owed. The National Registry was authorized by Law 9024 to administratively dissolve any corporation that owed more than 3 years of annual corporation taxes.
Instead, the shareholders of the corporation will need to initiate a formal liquidation process to recover the assets.
The Corporation Liquidation Process
The first step that the shareholders of the dissolved corporation will have to do is convene a shareholder meeting to initiate the formal corporate liquidation process pursuant to Article 209 of the Commercial Code of Costa Rica. In that shareholder meeting the shareholders shall name a Liquidator (liquidador). That resolution that names the liquidator will then need to be extracted by a Notary Public who will then register that in the National Registry of Costa Rica.
The liquidation of the corporation will proceed according to the procedure set forth in the articles of incorporation of the corporation or in the manner mutually agreed by the shareholders of the corporation.
The shareholders must then prepare an inventory list of all corporate assets and liabilities. The outstanding corporation tax will have to be paid in order transfer the assets out of the dissolved corporation. Once the shareholders and the liquidator approve the inventory and balances of the corporation the liquidator may transfer the assets to the personal name of shareholders or another corporate entity or sell the corporation assets and distribute the proceeds to the shareholders.
Once the distribution of assets is done the liquidation process can be finalized by the shareholders.