When a company in Costa Rica ceases operations—whether because it fulfilled its purpose or its shareholders decided to close it—it’s essential to follow the proper legal procedure for dissolution and liquidation.
Thanks to a new directive from the National Registry, the process is now clearer and more efficient. In this article, we explain the key points you need to know.
What Does It Mean to Dissolve and Liquidate a Company?
✅ Dissolution: This is the decision to cease operations. The company stops offering goods or services but continues to exist legally until the closing is completed.
✅ Liquidation: This is the phase where debts are paid, credits are collected, and pending obligations are fulfilled. A liquidator is appointed to manage this process.
What Has Changed with the New Regulations?
The new directive from the National Registry simplifies the minimum requirements to formally close a company. Now, a business can change its status to “liquidated” without going through a complex process, as long as it meets these points:
1️⃣ No assets or debts
The company must not own any registered properties or have outstanding obligations. This is verified through public records.
2️⃣ Tax clearance
There must be no outstanding tax debts or compliance issues. You can verify this through the General Directorate of Taxation
3️⃣ Public notice
A public notice must be published announcing the company’s intention to dissolve and liquidate, in accordance with legal requirements.
4️⃣ Formal registration of the agreement
The meeting minutes approving the dissolution must be formally registered with the National Registry.
What Is the Purpose of the National Registry?
The aim is to ensure that companies being closed do not leave unresolved issues or debts that could affect third parties. This new approach provides legal certainty and makes the process more efficient for all parties involved.
How Can ERP Lawyers Help?
At ERP Lawyers, we have a legal team specialized in corporate law that will guide you through every step of the dissolution and liquidation process, ensuring full compliance with all legal requirements.
If you would like to learn more about commercial and corporate law in Costa Rica, please visit our dedicated section
