On Friday, September 30th, 2022, the Joint Resolution was published on the application of Transitory II of Law No. 9428, tax law for legal entities. What does it regulate? The companies that were dissolved ex officio due to delinquency in the tax on legal persons that were collected from 2012 to 2015, the year in which Law 9024 was in force, may now request the cessation of dissolution.

It is important to take into consideration two important 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. This law regulated 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, annulled articles 1, 3, and 5 of Law No. 9024, resulting in the fact that for the year 2016 the personal tax will not be charged.

In 2017, Law No. 9428 of March 21st, 2017, was published. This law repealed the already existing Law No. 9024 but, for the matter that interests us, the tax on legal entities is understood the same way in the first law as in the second law. The difference is that law No. 9428 is the one that currently governs companies that were dissolved ex officio due to delinquency between 2017 and 2021.

Cleared out that these two laws existed and that regulate the subject of tax on legal persons, we now mention the second thing that is important to understand in order to know how the procedure to be followed should be applied. 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, commercial companies, subsidiaries of a foreign company, and individual liability companies must limit to cancel the sums owed for the tax to legal persons for the periods owed from the years 2017 to 2021 without having to pay interest or penalties.

On May 31st, 2022, Law No. 10,255 was published, indicating the procedure for the re-registration of dissolved companies, including important points that deserve to be rescued.

#1: The reintegration 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 social term. The difference with Law No. 10,220 is that in this project, in addition to paying the amounts owed from the tax, the interest, fines, and penalties established for them to recover legal personality must be paid.

When the cause for dissolution occurred because 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: It is established that within a maximum period of three years counted from the cancellation of the registration of the legal entity due to the non-payment of the legal entity tax, the legal representative, prior to paying the pending amounts, may request the National Registry re-registration of the company.

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

This law establishes that in order to comply with the aforementioned, the Executive Power must prepare and issue a regulation within the three months following the entry into force of this law. These three months have already passed, we are waiting for this Regulation to be published at any time.

Before the Joint Resolution that we are mentioning was published, the problem that existed is that when you wanted to pay the taxes of legal entities due on the platforms of national banks, it could not be done because they simply did not appear in the system, so in other words , we had a law that in principle we could not use because we could not pay the amounts owed, which was the essential requirement.

This Joint Resolution establishes the way in which the Directorate General of Taxation must be requested, no later than December 15th, 2022, to proceed to include in the system the periods owed. For this as a previous step, the partners who hold at least 51% of the shares must appear before a Notary Public of their choice and request the cessation of dissolution. This cessation includes the publication of an edict and the notary public attesting to the publication. Once this is done, the notary will issue a testimonial of the deed and said testimonial accompanied by a request must be sent to the e-mail deudas_Ley10220@hacienda.go.cr . With this, the General Directorate of Taxation will include in the system the periods owed and in real time these sums can be canceled.

The amount to be paid will be as detailed below:

The Resolution is clear in indicating that the reactivation of legal entities that appear as “liquidated” is not appropriate since their act is not feasible to be registered. The situation is different in cases where there is a liquidator, but their status is ” Dissolved by Law 9024”

It is very important to know under which rule the company was dissolved, because depending on this will be the wording and the requirements of the requests for re-registration of the companies. At this time the cessation of dissolution can only be presented for the companies dissolved in the year 2016 and 2017. Companies that were dissolved from 2017 to date must wait for the Regulations to Law No. 10,255 to be published.

At ERP Lawyers & Associates we applaud that this resolution comes to solve existing problems with legal entities that have been dissolved due to non-payment of taxes, we look forward to the Regulation that we mention because there is a significant number of companies that have been dissolved after the 2017 that still cannot be reinserted into legal life.

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 we will gladly provide you with the necessary legal advice.