On Tuesday, May 24, 2022, Law No. 10,220 was published in La Gaceta, which is an amendment to transitory II of Law No. 9428, Tax Law on Legal Entities. This reform makes it possible to “revive” those companies that were dissolved for not paying consecutively three periods of the tax on legal entities. The condition to request the cessation of dissolution is simple, the commercial companies, the subsidiaries of a foreign company, the individual limited liability companies must pay the sums owed for tax to legal persons for the periods owed from the years 2016 to 2021 without having to pay interest or penalties.

New Version of the Lázaro Law – This reform is not a novelty in our legal system, this is a new version of what was known in 2017 as the “Lázaro Law” since exactly the same thing was done to allow the reintegration of legal entities once they have canceled the tax. mentioned, at that time corresponded to the periods owed from the years 2012 to 2016.

Term – In this opportunity, you have until December 15, 2022 to pay the amounts owed and until January 15, 2023 to submit the request to cease its dissolution before the National Registry, leaving legal entities in the same condition that they were before its dissolution.

The cessation of dissolution will be done at the request of the partners, who hold at least 51% of the shares, who must appear before a notary public, after publication of an edict in the Official Gazette.

With the publication of this law, the doubt arises that at this time the payment of the tax on legal persons cannot be made due to the hacking that the Ministry of Hacienda has suffered for more than a month, therefore there is no clarity when will the law be implemented.

Another Bill – An important point to highlight is that this law is different from Bill No. 22,930, which, although it is true, allows “revive” dissolved companies for non-payment of tax on legal entities, also highlighted important points that deserve to be rescued, such as:

#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 the current law is that in this project, in addition to paying the amounts owed from the tax interest, fines and penalties established for them to recover legal personality should be canceled.

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: 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 to re-register the society.

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

#4 In order to comply with the aforementioned, the Executive Branch must prepare and issue a regulation within the three months following the entry into force of this law.

The panorama of this bill is confusing, it is not clear whether, because Law No. 10220 has already been published, this project transcends, the contribution to our legal system is very important, since it modifies the Code of Commerce, and it is something that can stay in time.

At ERP Lawyers & Associates we applaud this initiative of the previous Legislative Assembly because, without a doubt, it comes to solve existing problems with legal entities that have been dissolved due to non-payment of taxes and that have movable and immovable property and for not having appointed to a liquidator are in legal limbo.

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 gladly to provide you with the necessary legal advice.