Lazarus Law Gives Owners of Dissolved Corporations in Costa Rica the Option to Reactivate Them

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Jesus called in a loud voice, Lazarus, come out! The man who had been dead came out with his hands and feet bound in strips of linen, and his face wrapped in a headcloth.” John 11:43

This bible passage is where the Ley Lázaro (Lazarus Law) gets its name. Lazarus Law, officially Law 9485 Reform of Corporate Taxes, was published in the official paper La Gaceta on October 19 to modify an article (Transitorio II) of the Law 9428 which brought back the annual payment of corporate taxes. With Law 9024 which was in place between 2012-2015 a lot of corporations that had not paid their annual taxes for more than three consecutive years were automatically dissolved by the National Registry; the process raised a lot of complaints, since, for many, information provided wasn’t clear. Lazarus Law gives the possibility to “resurrect” these corporations.

The return of the corporate tax law was approved earlier this year after clearing the constitutional court; but doubts remained among holders of corporations who weren’t sure how and when they were supposed to pay. The government granted a grace period during the month of September to get caught up with unpaid taxes without having to pay interests for late payment; however, many corporations had already been dissolved at this point (under Law 9024, those which owed three or more consecutive periods) which caused headaches for those that had assets under the corporation or economic activity.

Under Law 9428 there was nothing that could be done with dissolved corporations except going through the legal process to kill it and move the assets to a different corporation.
Now the Lazarus Law gives dissolved corporations the possibility of requesting the corporation to be registered again.

In order to do this, taxes must be paid off by the dissolved corporation (there’s time until December 15), and the request must be formally presented to the National Registry by or before January 15.

The request must be done by shareholders that represent at least 51% of the shares.

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