Categories: Commercial and Corporate Law
In Costa Rica, we have three possible ways by which mercantile corporations can be dissolved and liquidation of corporations through a notary office. These possibilities are:
a) Protocol of minutes of the meeting of partners/shareholders.
b) Appearance of the partners before a Notary Public.
c) The process of non-contentious judicial activity
For the purposes of proceeding with the liquidation of corporations through , the company must first dissolve due to any of the causes established in the Commercial Code, which we summarize below:
- The expiration of the term indicated in the social deed.
- The impossibility of realizing the object that the corporation pursues, or its consummation.
- The final loss of fifty percent of the share capital; and,
- The agreement of the partners.
Once the company is dissolved, it goes into liquidation, for which it retains its legal status. The liquidation will be carried out in accordance with the regulation of the social deed; if not stipulated, 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, stating that “… for the processing of matters, notarial actions shall be in accordance with the procedures and provisions provided by law.” It also indicates that the actions of notaries will be outside of their protocol, except when they must be carried out in this way to assert themselves in public offices or when the law so requires.
The Notary must prepare a file, which must meet certain requirements and characteristics similar to judicial files.
The guidelines for the exercise and control of the Notarial Service, establishes that, for the creation of the file, the following indications must be followed:
- The pages must be sewn between the front cover and the back cover, just like the judicial file, they cannot be pressed.
- Each page must have the Notary’s white stamp in the upper right and must also be numbered.
- The file must be made up 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 liquidation procedure, the Notary Public must make sure of the following:
- Verification that those who appear before the Notary are the only partners in the company.
- The dissolution and / or liquidation agreement must be taken unanimously.
- One-time publication in the Official Gazette of the edict established in article 207 of the Commercial Code.
- Distribution of assets and liabilities, if any, or indication that there are none.
- Presentation of the public deed testimony or the protocol document to the Registry for its due registration, after canceling the corresponding fees and stamps.
If you have commercial corporations that were dissolved by the Judicial Collection Law and have assets or active companies that must be dissolved and/or liquidated, we invite you to contact us and thus clarify any sort of doubts you may have in this regard.
ERP LAWYERS & ASSOCIATES offers you an interdisciplinary team of lawyers with extensive experience in this area. Contact us and receive personalized legal advice.
