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Who pays after a Costa Rican company closes: directors, liquidators, legal representatives and partners

Last verified: 2026-10-30 · Status: Stable

Directors are jointly liable for business done after dissolution and for failing to hand over assets and books to the liquidators, who in turn are liable for acts beyond their mandate. For taxes, legal representatives and liquidators must pay the company's taxes from the resources they manage, partners of a liquidated company are jointly liable for its due tax debts up to what they received, and legal representatives and the last registered partners answer for the tax on legal entities. Overvalued contributions and fictitious cash contributions make partners jointly liable to third parties.

USD figures use the Banco Central de Costa Rica reference selling rate of ₡454.82 per US dollar published for 29 October 2026 (indicator 318 on bccr.fi.cr), rounded to the cent. The salario base for 2026 is ₡462,200 (Circular 246-2025 of the Consejo Superior del Poder Judicial, under Ley 7337 art. 2).

Key facts

Partners of liquidated companies jointly liable for due tax debts	Yes, up to value received CNPT art. 22, as of 2026-10-30 · in force
Directors jointly liable for post dissolution operations	Yes Código de Comercio art. 208, as of 2026-10-30 · in force

The rule

1. Directors are jointly liable for operations carried out after the term expires, after the dissolution resolution or after declaring a cause of dissolution.Ley 3284, Código de Comercio, art. 208, 1964-04-30 official text · verified 2026-10-30

2. Liquidators are the administrators and legal representatives of the company in liquidation and answer for acts that exceed the limits of their office; the rules on directors apply to them within the limits of their role.Ley 3284, Código de Comercio, art. 210 and art. 219, 1964-04-30 official text · verified 2026-10-30

3. Directors must hand over all assets, books and documents to the liquidators by inventory and are jointly liable for damage caused by failing to do so.Ley 3284, Código de Comercio, art. 213, 1964-04-30 official text · verified 2026-10-30

4. Legal representatives of legal entities and representatives of companies in liquidation must pay the tax debt of the entity with the resources they manage, and perform its formal tax duties.Ley 4755, Código de Normas y Procedimientos Tributarios, art. 21(b) and (e), 1971-05-03 official text · verified 2026-10-30

5. Acquirers of assets or rights from a taxpayer are jointly liable for its liquid and enforceable tax debts up to the value acquired, and partners of liquidated companies at the time of liquidation are likewise jointly liable.
Example: Partner who received ₡60,000,000 in liquidation of a company that left ₡9,000,000 of assessed VAT unpaid: exposed for ₡9,000,000. / US$131,920.32 received, US$19,788.05 exposure.Ley 4755, Código de Normas y Procedimientos Tributarios, as amended by Ley 9069, art. 22, 2012-09-10 official text · verified 2026-10-30

6. Legal representatives are jointly liable with the entity for the tax on legal entities; after a dissolution for three unpaid years, collection may proceed against the last officially registered partners as jointly liable.Ley 9428, art. 4 and art. 7, 2017-03-21 official text · verified 2026-10-30

7. If contributions in kind were overvalued through fault or fraud, or cash contributions recorded as paid were not made, the responsible partners are jointly liable to third parties for the excess and damages.Ley 3284, Código de Comercio, art. 18(9), 1964-04-30 official text · verified 2026-10-30

8. In insolvency, shareholders of 20% or more and directors, representatives and liquidators of the prior two years are related persons whose claims are subordinated, and they must cooperate with the court.Ley 9957, art. 3.8, art. 21.5 and art. 34.5, 2021-04-14 official text · verified 2026-10-30

Worked example

After a liquidation, Hacienda assesses ₡9,000,000 (US$19,788.05) of VAT for a year still open under the four year limitation. The former liquidator and the partners who received the ₡60,000,000 (US$131,920.32) payout can be pursued jointly up to what they received.

Step by step

Have directors stop trading at dissolution and deliver an inventory to liquidators.
Hold back a reserve for open tax years before paying partners.
Keep minutes showing the liquidator acted within its mandate.
Resign or record removal of officers formally in the registry.

Common traps

Partner liability for tax follows the payout for the whole limitation period.
Representatives remain jointly liable for unpaid tax on legal entities.

Sources

← When the Costa Rican company cannot pay: the concurso replaces ordinary liquidation, look back periods for gifts and preferences, and subordination of related partiesWhat is normal abroad but works differently in Costa Rica →

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