.png)
Dissolving a company in Costa Rica is a process that must be done carefully and legally precisely. Whether because your company has met its objectives, because you want to avoid costs associated with a dormant company, or because you are restructuring your businesses, it is crucial to ensure that the dissolution process is done correctly to avoid future complications.
In this blog, we will explore the reasons for dissolving a partnership, the legal steps involved, and the consequences of not doing it correctly. If you are considering dissolving your company, knowing these aspects is essential to make informed decisions and protect your interests.
Why should you dissolve your partnership?
Maintaining an active company, even if it is not carrying out commercial operations, can bring a series of obligations and responsibilities that, in the long term, can become costly and unnecessary. There are several reasons why it may be advisable to consider dissolving your company:
1. Avoid unnecessary taxes and financial burdens
Even if your company is not operational, in Costa Rica, inactive companies are required to continue paying taxes. Maintaining an inactive company can generate unnecessary long-term costs, such as corporate tax, which must be paid annually.
Consequence of not dissolving:
If you do not dissolve the partnership and pay these taxes, the accumulated debt could generate penalties and interest, affecting your financial situation.
2. Avoid sanctions and fines
Companies that do not comply with their obligations, whether tax or registration, may be sanctioned by the authorities. This includes filing reports, paying taxes, and updating legal information with the National Registry.
Consequence of not dissolving:
Companies that do not comply with these obligations may face fines, operating restrictions and even the impossibility of carrying out certain legal or commercial procedures.
3. Close correctly to avoid legal complications
Dissolving your partnership formally and legally is also important to avoid future legal problems. If the company is not properly dissolved, it may be subject to claims for liabilities or outstanding debts, even if it is no longer operating.
Consequence of not dissolving:
In the event that the corporation is not formally dissolved, creditors or third parties could continue to file claims, which could result in litigation or seizure of the company's assets.
Steps to dissolve a company in Costa Rica
The process of dissolving a company in Costa Rica follows certain legal steps that are important to know to ensure that everything is done appropriately. Below, we describe the main steps to dissolve a company:
1. Call for an extraordinary general meeting
The first step to dissolve a company is to call an Extraordinary General Meeting of Shareholders. At this meeting, a formal decision must be made to dissolve the company and proceed with liquidation. It is important that the dissolution be approved by the majority of the shareholders or partners, according to the company's statutes.
2. Appointment of a liquidator
Once the dissolution is approved, the company must appoint a liquidator. The liquidator is the person responsible for managing the liquidation of the assets and liabilities of the company. Its primary function is to pay outstanding debts, liquidate remaining assets, and distribute any balance to shareholders.
3. Registration of the dissolution in the national registry
The dissolution of the company must be formally registered in the National Registry. This involves submitting the dissolution agreement, along with the appointment of the liquidator and the amended bylaws, if applicable. Registration is essential for the dissolution to have legal validity.
4. Liquidación de activos y pasivos
The liquidator must proceed with the sale of the company's assets (if any) and with the payment of all outstanding debts and obligations. It is important to ensure that all tax and employment responsibilities are covered before permanently closing the company.
5. Cancellation of accounts and tax obligations
Finally, once the assets and liabilities have been settled, the liquidator must cancel any bank accounts in the company's name and ensure that there are no outstanding tax debts. In addition, an application must be submitted to the Ministry of Finance to cancel the company's legal ID number.
Comentarios