Since the end of May of this year, we have been reporting on the two laws that regulate the reintegration into the legal life of the company that has been dissolved due to the expiration of the social term and the tax non-payment of legal entities.

This article aims to concisely summarize everything you should know about both laws, along with their Regulations and documents that refer to the subject.

It is important to take into consideration two things that will allow us to understand all this. The first is that when we talk about a tax on legal entities, we refer to two laws, the first is Law No. 9024 of December 23rd, 2011, which regulated for the first time that all companies should pay the tax on legal persons annually and that the non-payment of this tax for three consecutive periods will be grounds for dissolution. Due to the foregoing, all the companies that were dissolved ex officio due to non-payment of tax on legal entities between 2012 and 2015 were governed by this law.

In 2015, through the resolution of the Constitutional Chamber No. 001241 of January 28th, 2015, articles 1, 3, and 5 of Law No. 9024, were annulled resulting in the fact that for the year 2016 the corporation’s tax will not be charged. In 2017, Law No. 9428 of March 21st, 2017, was published. Said law repealed the already existing Law No. 9024, for the purposes that interest us, the tax on legal entities is understood the same in the first as in the second, but this law is the one that currently governs companies that were dissolved ex officio due to delinquency between 2017 and 2021.

Having already made it clear that these two laws existed that regulate the subject of tax on legal entities, we now mention the second thing that is important to understand the procedure to be followed and that should be applied to reactivate those companies that have been dissolved. We currently have two laws that were published this year that regulate the issue of reintegrating into legal life companies that were dissolved.

On May 24th, 2022, Law No.10.220 was published, where it was mentioned that the condition to request the cessation of dissolution of a company was simple. Detailed below:

#1 Object – The reinsertion of those companies that have been dissolved is allowed not only for the payment of tax on legal persons but also for the expiration of the company term. The difference with Law No. 10.220 is that in this project, in addition to paying the amounts owed from the tax, interests, fines, and penalties are established for them to recover legal personality and must be paid.

When the cause for dissolution occurred as a result of the expiration of the company term, legal entities may request, through their legal representatives, the re-registration of the company in a period not exceeding three years after the declaration of dissolution and, for this, it is intended to modify article 201 of the Commercial Code.

#2 Procedure- The request for re-registration of the company will be made at the request of the legal representative with legal status in force before the dissolution, in case of death or resignation, it will be made by request of the Power of Attorney
registered at the time of dissolution, who must appear before a notary public, prior to publication of an edict in the Official newspaper La Gaceta.

#3: Term – It is established that within a maximum term of three years counted from the cancellation of the registration of the legal person due to the non-payment of the tax on legal persons, the legal representative, prior to paying the pending amounts, may request the National Registry re-registration of the company.

#4: It is also regulated that during this period the National Registry must protect the corporate name and must, within a maximum period of two months, comply with the Declaration of Registry and Final Beneficiaries.

The reactivation of legal entities that appear as “liquidated” is not applicable since their activity is not feasible for registration, the situation is different in cases where there is an appointed liquidator, but its status is “Dissolved by Law”.

It is very important to know under what rule the company was dissolved because the wording and the requirements of the requests for re-registration of companies depend on this.

If you have a company that was dissolved due to the non-payment of taxes of legal entities and you require us to collaborate with the cessation of its dissolution, we invite you to contact us at daniela@erplawyers.com, where our team of experts will be more than glad to provide you with the necessary legal advice.