On August 31 of this year, the National Registry issued the guideline 0007-2017, which purpose is to provide some rules on the application to be made by the different Registries in Costa Rica: Real Estate, Movable Property, Corporations, Copyrights, Industrial Property and Registry Services, of the provisions contained in the Law on the Tax on Legal Entities and its respective regulations. The guideline can be summarized in three main aspects.

Verification of the payment of Tax to Corporations.

Regarding article 5 of the Law on the Tax on Legal Entities, which punishes those companies that do not pay the tax with i) the non-registration of documents granted in their favor; and, ii) the non-issuance of certifications of legal status or certificate of incumbencies; it is stipulated that government employees must consult a database created for this purpose. It is important to mention that the presentation of the documents granted in favor of any corporation who is delayed in the payment of the tax will be CANCELLED.

Exemption from the payment of the transfer tax, stamp duty and registration fees.

As we have already mentioned in another article previously published about Tax on Corporations, Transitory III of said Law grants a 12-month period for companies that have been inactive before the Tax Authority for at least 24 months prior to the law, to transfer assets to other companies or other people, with total exemption of the respective transfer taxes, stamps and registration fees.
It is important to consider that the exemption provided in said Transitory has a validity of 12 months, so it will apply only to documents granted between September 1st, 2017 and August 31st, 2018.

The process of liquidation of companies, dissolved by the National Registry

If the company has been dissolved by the Authorities of the National Registry, an outcome of the liquidation of the companies must be submitted before the National Registry, by testimony of a public deed, regardless of whether said liquidation has been made in court or through a Public Notary. In said deed must appear both the liquidator and the awarded person or people of the assets of the liquidated company and indicate how the distribution of the assets was agreed. The Notary Public in charge must attest of the registration of the liquidator in the Registry of Legal Entities, indicating the corresponding book and entries granted by the National Registry; as well as the authorization of the liquidator to carry out the process. In case of foreign companies, a power of attorney is required by the main company.
Any award must be previously approved by the General Assembly of Shareholders, according to articles 214 and 219 of the Commerce Code, and must be indicated for each asset, property, undivided right, lot, and / or corresponding credit; and the price for which it is was awarded to the respective beneficiary.

Re-registration of dissolved companies?

The Congress is studying a motion submitted to reform the Transitory II of the Law on Taxes to Corporations that would allow the dissolved companies to be registered again by the National Registry, after payment of the amounts owed on taxes due to the previous Tax Law on Corporations.
The National Registry closed, after notifying in the official newspaper (La Gaceta), companies that owed three periods, so that they are no longer registered and are left without legal representation. The motion allows all companies that have been closed and that have paid the corresponding tax debt before December 15th of this year, to submit to the National Registry a request for re-registration under the same conditions and terms that it was at moment of its dissolution. The re-registration will be made by written request of the shareholders who have at least 51% of the shares of the company and must be made in writing through a Notary Public. They will have time until January 18th, 2018 to submit the application for re-inscription, whenever they have paid the amounts owed.

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