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In Costa Rica we have three ways by which mercantile companies can be dissolved and liquidated at a notary’s office. These possibilities are:
a. Protocolization of the minutes of the assembly of partners / shareholders.
b. Appearance of the partners / shareholders before a Public Notary.
c. The process of non-contentious judicial activity.
For the purposes of proceeding with the liquidation, the company must first be dissolved by any of the causes established in the Commerce Code, which we summarize below:
1. The expiration of the term indicated in the articles of incorporation;
2. The impossibility of carrying out the object pursued by the company, or the consummation of it;
3. The definitive loss of fifty percent of the capital stock; and,
4. The agreement of the partners.
Once the company is dissolved it goes into liquidation, for which it retains its legal personality. The liquidation will be carried out in accordance with the rules of the founding agreement; and if not stipulated in the articles of incorporation or by means of a subsequent assembly of partners, it will be carried out in accordance with the agreements made by the majority of the partners that are required to modify the articles of incorporation.
The Procedure is contained in article 130 of the Notarial Code by stating that “… for the processing of matters, the notarial actions will be adjusted to the procedures and provisions provided for in the legislation”. It also indicates that the actions of the Notaries will be extra protocol, except when they must be carried out formally to be enforced in public offices or when the law so indicates.
The Notary Public must prepare a file, which must meet certain requirements and characteristics similar to court files.
The guidelines for the exercise and control of the Notarial Service, establish that, for the conformation of the file, the following indications must be followed:
1) The pages must be sewn between the front cover and the back cover, like the judicial file, they cannot be pressed.
2) Each page must have the white seal of the Notary in the upper right and must also be numbered.
3) The file must consist of a single set of original documents and the corresponding certified copies; the other copies are not part of the file.
To proceed with the settlement process, the Notary Public must verify the following:
a) Verification that those who appear before the Notary Public are the only partners of the company.
b) The dissolution and / or liquidation agreement must be taken unanimously.
c) One-time publication in the Official Gazette of the edict that establishes article 207 of the Commercial Code.
d) Distribution of assets and liabilities, if any, or indication that there are none.
e) Presentation of the public deed testimony or the protocolization document to the Registry for its proper registration, canceling the corresponding fees and stamps.
If you have commercial companies that were dissolved by the Judicial Collection Law and they have assets, or active mercantile companies that must be dissolved, and even liquidated, we invite you to contact us and thus advise you on the matter.
#ERPLawyers Corporate offers you an interdisciplinary team of lawyers with extensive experience in this area of law. Contact us and receive personalized legal advice.
