In order to provide a new and last opportunity for reactivation of those companies dissolved due to lateor lack of payment of the tax on legal persons (2012-2015), Bill Number 20749 entitled “REFORM” OF TRANSITORY II OF LAW N ° 9428, TAX TO LEGAL PERSONS, OF MARCH 21, 2017,” was presented and processed before the Legislative Assembly; which is currently in the fifth position on the agenda of the Committee on Financial Affairs. Once approved by at least one deputy of the commission, the bill would be sent to the Full Congress.

The bill establishes a series of terms, among which it indicates that:

“… To the mercantile companies, the subsidiaries of a foreign company or its representative and the individual companies of limited liability, that within the effective date of this law and until December 15, 2018 have paid the sums owed by Law No. 9024, Tax on Legal Persons, of December 23, 2011, may make the payment of the periods due from the years 2012 to 2015, according to the aforementioned rule, without therefore having to pay interest or fines.

The legal entities that have been dissolved and that have paid the sums owed no later than December 15, 2018 may submit to the National Registry a request to cease their dissolution, leaving said legal entities in the same legal condition in which they were found before they were dissolved, with the retroactive effects that this entails. They will have till January 15, 2019 to submit the request to the National Registry, after the amounts owed are paid … “, if it was to get approved and sent to the whole congress for discussion, it would obviously be with different dates and updated to those indicated above.

If this project is approved of reactivation, an amnesty would be offered again regarding the interest and fines accumulated for the tax.

After the cancellation of the debt, the interested companies may request for termination of dissolution before the National Public Registry “… leaving said legal entities in the same legal condition in which they were before their dissolution, with the retroactive effects that this entails.”

The cessation of dissolution will be made at the request of the partners of the company that hold at least fifty-one percent (51%) of the shares, who must appear before a notary in public deed, prior publication of an edict in the official gazette ‘The Gazette’ on behalf of the applicant. Subsequently, the request will be subject to registration qualification.

Last but not least, if the dissolution of the mercantile companies, the individual limited liability companies or the branch of a foreign company, and the respective payment of the registration seat, the Judicial Collection Department of the General Directorate of The Treasury is empowered to continue the collection procedures or establish these against the last officially registered partners, who will be jointly and severally liable for the payment of this tax.

For more information or advice of  reactivation of dissolved companies, ERP Abogados y Asociados makes its Labor and Corporate Law team available. Contact us and we will gladly assist you. https://erplawyers.net/en/contact-us/