The recent reform of the General Law on Corporations in Costa Rica, implemented through Law No. 10220, introduced significant changes that affect commercial corporations, branches of foreign companies, and sole proprietorships with limited liability. This guide provides a clear overview of the main aspects, their legal implications, and the steps needed to comply with the new provisions.

Background of the Reform

In 2017, Law No. 9428 established the Legal Entities Tax, stating that entities with three or more consecutive years of unpaid tax would be dissolved by the National Registry.

Law No. 10220, published on May 24, 2022, reformed Transitory Article II of Law 9428, allowing the re-registration of companies dissolved due to non-payment of this tax, under certain conditions.

Key Aspects of the Reform

1. Re-registration of Dissolved Companies: Companies that were dissolved due to delinquency in paying the Legal Entities Tax can now request re-registration with the National Registry.
2. Waiver of Interest and Fines: Eligible companies may pay the outstanding amounts without incurring interest or fines for the periods 2012–2015 and 2017–2021.
3. Deadlines for Regularization: Until December 15, 2022 to make the payment. Until January 15, 2023 to submit the re-registration request
4. Re-registration Procedure: The request must be signed by at least 51% of the shareholders, executed via public deed, and submitted to the Ministry of Finance.

Steps for Re-registration

• Verify whether your company was dissolved due to non-payment.

• Pay the tax amounts due without interest or penalties.

• Prepare and sign the request to revoke the dissolution.

• Submit the documentation to the Ministry of Finance by email:
  📩 Deudas_Ley10220@hacienda.go.cr

• Wait for confirmation of re-registration from the National Registry.

Official Resources

• 📄 Joint Resolution on Law 10220 – Available on the Ministry of Finance website

• 🌐 Ministry of Finance – Costa Rica

• 🌐 National Registry – Costa Rica

Conclusion

Law 10220 represents a valuable opportunity for business owners to recover the legal status of companies dissolved for tax delinquency. Acting within the established deadlines and following the proper legal procedures can help companies regain their standing and avoid unnecessary penalties.

Let us know if your business needs legal support in Costa Rica—we’re here to help you navigate these changes with clarity and compliance.

Disclaimer: The information provided in this blog post is for general informational purposes only and is not intended to constitute legal advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change. For the most accurate and up-to-date information, please contact our office directly. Some images may be AI generated.