Home Costa Rica Legal TopicsCorporate Law A Second Chance to Reinstate your Dissolved Corporation

A Second Chance to Reinstate your Dissolved Corporation

by rpetersen

A Second Chance to Reinstate your Dissolved Corporation

Over the past couple of weeks we have received numerous inquiries from persons that had their Costa Rican Corporation administratively dissolved by the National Registry because they accumulated more than 3 years of corporation taxes plus interest.

What do we do ? Has been the question.   Thousands of corporations with ongoing businesses or that own assets have been affected by the law.   The corporations simply appeared as dissolved “disuletas” in the registry database.  

New Law Now Allows the Reinstatement of  a Dissolved Corporation

A new law passed by the legislature is granting a second chance to reinstate those dissolved corporations.  Law 9485 came into effect on October 19th, 2017 to grant some relief to this current situation. The full text of the law is provided for you below.

The new law which reforms section II of the corporation law (Law 9428) permits the reactivation of the legal status of a dissolved corporation so long as the corporation pays all the past due corporation tax debt.   The interest and penalties are waived and the owners of the corporation have until December 15, 2017 to pay the back taxes.

How Do I Reinstate my Corporation ?

So the first step to take advantage of this new provision and revive your corporation is to pay the past due corporation taxes.   Once you have paid that debt then at least 51% of the shareholders of the corporation must appear before a Notary Public to sign public deed requesting the reinstatement of the corporation status. The Notary Public will file the deed in the National Registry who will in turn reinstate the legal status of the corporation. The deadline to file the reinstatement request is January 15, 2018.

Prior to this law the only alternative to a dissolved corporation was to initiate a liquidation process.   This law makes it simpler to reinstate the corporation so definitely something to consider for those of you that had your corporations dissolved.

View the Full Text of the Law Here


Related Articles