Should I dissolve a corporation?

[srigsby]

Does anyone know what the consequence is for not paying the corporation taxes?

I have a corp, which is labeled active and there is nothing being held in this corp. It was the original one we used to buy land but the land has been sold and we still hold the corporation.

I was told by the attorney that they can dissolve it, of course, for a fee, but I was also told it would dissolve itself if the corp taxes were not paid for 3 or so years.

I do have another corp, which is inactive that holds our new property.

[Imxploring]

[quote=”srigsby”]Does anyone know what the consequence is for not paying the corporation taxes? I have a corp, which is labeled active and there is nothing being held in this corp. It was the original one we used to buy land but the land has been sold and we still hold the corporation. I was told by the attorney that they can dissolve it, of course, for a fee, but I was also told it would dissolve itself if the corp taxes were not paid for 3 or so years. I do have another corp, which is inactive that holds our new property.[/quote]

Do it the right way and have an attorney close it for you now. The cost won’t be crazy and the possibility of some unanticipated consequence hitting you down the road will be removed! You’ll sleep better with a minimal expense.

Better to deal with it now than wonder when and IF it will “resolve” itself because you fail to pay a tax! That’s never a good idea.

[watchdog]

There are two ways that the issue of unpaid Corporation Tax may be handled by the Government according to the law establishing the Tax:

1. After three years of non-payment of the Tax, the National Registry may elect to dissolve the Company; or

2. the Directors of the Company may be held personally liable by the Government for the amount of the unpaid Tax and collection proceedings undertaken.

For a Company having no assets, I would suggest that #1 is the more likely scenario to arise. However, if you want total peace of mind, hire an Attorney for the dissolution proceedings.

The legal costs will be around $450 U.S. You won’t be able to do it without an Attorney/Notary.

Note from Scott: ‘WatchDog’ is the username for my friend and Attorney Richard (Rick) Philps who is a Canadian citizen, naturalized as a citizen of Costa Rica. Rick practiced law in Canada as a member of the Law Society of British Columbia, for fourteen years, prior to moving to Costa Rica in 1998. Mr. Philps then earned his Bachelor of Laws and Licensing Degrees (Civil Law), and a Post-Graduate Degree in Notary and Registry Law, from the Escuela Libre de Derecho University, in San Jose, is a member of the Costa Rica College of Lawyers, and has practiced law in Costa Rica for six years. Mr. Philps practices law in the areas of real estate and development, corporate, commercial, contract, immigration, and banking. To contact Attorney Rick Philps, please email rphilps@plawcr.com or call 506 2288-4381 Ext. 102

[elindermuller]

Let’s see if I get this right (or set me straight if I am wrong):

1)
If you don’t pay the tax for 3 years in a row (2012/13/14 for example)the corp. will be dissolved by the registry and an annotation/mortgage will be put on any assets held by the corporation.

http://www.pgr.go.cr/Scij/Busqueda/Normativa/Normas/nrm_repartidor.asp?param1=NRTC&nValor1=1&nValor2=71708&nValor3=87127&strTipM=TC

ARTÍCULO 6.- Disolución y cancelación de la inscripción

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2)
During the first 2 years after enforcement of the law, Officers with POA can resign on the corp. so they can not be held responsible in the future (MY QUESTION IS, CAN THE OFFICERS RESIGN WITHOUT PAYING THE TAXES UP TO DATE?) :

TRANSITORIO IV.

Para efectos de la aplicación de esta ley, y por un plazo de veinticuatro meses a partir de su entrada en vigencia, los representantes legales de las sociedades mercantiles, sucursales de una sociedad extranjera y empresas individuales de responsabilidad limitada que deseen renunciar a su cargo podrán hacerlo mediante comunicación por escrito al domicilio social registrado. Esta comunicación deberá posteriormente protocolizarse e inscribirse ante el Registro de Personas Jurídicas del Registro Nacional, con el fin de que la renuncia sea eficaz. El interesado deberá manifestar ante el notario la adecuada recepción de la comunicación en el domicilio social respectivo o, en su defecto, la causal que impidió su entrega efectiva.

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3)
If I am behind with the tax payments I can not get done any legal procedure involving the corp. because I can’t get a personeria juridica which is the basic document for everything. Which means, if I want to dissolve my corporation the legal way, paying a notary, first I will have to pay the taxes. If one has never paid, and the corporation is registered as active, it will cost over $1000 to dissolve it (tax for 2012, 2013 and notary fees).

[JLS]

Steve got ur msg on the tax lawyer in Ark. His name is Anton Janik with Mitchell
Williams Law Firm in Little Rock Arkansas. He has a great deal of experience dealing with the IRS issues regarding Off Shore Accounts.
His contact info is: ajanik@mwlaw.com and phone is 1-501-688-8800
You can use my name as a reference.
Good Luck
Jim Sweeden

[Author]

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