Dear Friends:

As per my earlier report, the new CORPORATION LAW has been enacted and published on December 28. It will be effective starting April 1, 2012. Please take note that this law imposes a legal lien over assets if the tax is not paid, may dissolve a corporation that is not up to date and makes the principals of a company PERSONALLY LIABLE for the non payment of taxes.

The law establishes a yearly payment that differentiates between “active” and “inactive” corporations. The payment is established based on the BASE SALARY of a Court clerk. Active corporations will pay a yearly fee of ¢180,000 colones or @$355.00 usd and “inactive” a yearly amount of ¢90,000 colones @$177.00usd. For the first year the payment shall be done with the reduction of the months that have lapsed between January 1 and April-when the law becomes effective. The forms to pay have not yet been determined.

The payment is mandatory and the legal representatives of the company will be personally liable for such payment. Furthermore, the tax shall become a legal lien against any property (real estate, vehicles) that such corporations may own.

During the first 12 months from the enactment of the law, all individuals may request the National registry a certifícate that shall indicate if they are principals of any company. They will then have the opportunity to resign their positions by serving the corporate domicile with a letter –duly delivered and with evidence of such delivery. A copy of the letter shall be recorded by a notary and filed with the National registry to have such resignation approved and excepted the responsibility by the principal.

SANCTIONS AND CONSECUENCES:

The lack of payment of the tax will enable the National registry from issuing any certifícate of registration, recording any document form such corporation. Also the company may not sign any contracts with the government.

After 3 years have lapsed from the enactment of the law, without payment of the tax, the National registry shall DISOLVE the corporation. The debts derived from the law shall become a lien over the properties. It is important to point out that if such dissolution occurs, the stockholders will have to present a request for a Judge to allow the sale of assets and distribution once the pending taxes are paid

DISOLUTION OF CORPORATIONS AND TRANSFER OF ASSETS.

The law allows –having modified the Notarial Law- that Notaries (lawyers) disolve corporations if there is the approval of all the stock holders of a company, acting jointly in a general assembly. The process may be carried out within the next 3 months after the enactment of the law –April 1-without the application of local taxes.

Also-FOR INACTIVE CORPORATIONS-within this deadline, assets may be transferred from a corporate name to another company or individuals without the payment of transfer taxes.

The specifics of the application of the law will most likely be cleared up within the next month.
If you have additional questions, please let me know at: arturoblanco@jurexlaw.com