The Costa Rica government recently published in the official Gazette ( La Gaceta) a list of more than 500 companies that pursuant to Law No. 9428, were automatically administratively dissolved for failure to pay the annual company tax for three consecutive years.
The following is the exact wording of the publication:
“ADMINISTRATIVE BOARD OF THE NATIONAL REGISTRY REGISTRY OF LEGAL ENTITIES
Pursuant to the provisions of Article 7 of the Corporate Tax Law, No. 9428, the Registry of Legal Entities informs that the following entities: (…) Which are processed under file number DPJ-DI-001-2021, entities that according to the information sent by the General Directorate of Taxation of the Ministry of Finance through certification DGT-DR-CER-001-2021, are delinquent with the payment of the tax on legal entities for three, or more, consecutive periods, reason for which they are dissolved as of right, as established in Article 7 of the Law of Tax on Legal Entities, No. 9428. Pursuant to the provisions of Article 207 of the Commercial Code, within thirty business days, the interested parties may present the considerations of the case before the competent jurisdictional authority. Once the term established by law has elapsed, for notice of interested parties, the cancellation of the registration of the entities and the respective annotation of the preferential lien in the respective Registry will be made, so that they may proceed accordingly.”
As of the date of publication, a term of 30 business days was conferred so that the interested parties could present the justification they considered necessary before the competent jurisdictional authority. Upon expiration of the term, the registration of the entities was cancelled and liens on the assets registered in the name of the dissolved companies were recorded.
It is important to remember that according to Article 7 of Law 9428: “In the event of dissolution of the commercial companies, individual limited liability companies or the branch of a foreign company, and the respective cancellation of the registration, the Tax Administration is empowered to continue the collection procedures or establish them against the last officially registered partners, who will be jointly and severally liable for the payment of this tax”.
If you see your company on this list then it is time for you to take action otherwise you will need to initiate a formal company liquidation process to recover the company assets.