Since the Legal Entities Tax Law was created, 266,000 public limited companies were dissolved due to being in a state of inactivity. According to the National Registry, some 18,300 of these companies have assets registered in their name. If the owners don’t use the grace period granted until next December 15th to revive their companies, that patrimony will remain in a limbo.
Kevin Castro, from the law firm Central Law, recalled that in 2017 with Law 9428, the sanction was reactivated for legal entities that do not pay their taxes for at least three consecutive periods.
The transitory law called Ley Lázaro (9485), which came into effect last October, opens the possibility for companies to cancel their taxes without paying fines, publish an edict to inform about the pretension to revive the society, and go to a notary public to formalize it. That will pave the way to then dispose of the assets.
If the society is not revived, the interested parties will have to open a liquidation process, which will demand the appointment of a liquidator and a process for the return of the contributions of each one of the partners.
Tomás Quirós warned that, in the case of the 18,300 dissolved companies that own assets in their name, a significant amount of vehicles, properties and bank accounts will remain immobilized.
Dissolved companies are not exempt from paying their debts to the Costa Rican Social Security Fund and to Fodesaf (Social Development Fund and Family Allowances).
In the case of inactive companies that owe the four 2012-2015 tax periods, the interest that would be forgiven exceeds ¢ 200,000; in the case of the active companies, they will have to cancel twice that amount.
If the 18,300 legal persons with assets registered in their name pay the taxes, it is estimated that the State will recover some ¢ 13,800 million.