Countries › Costa Rica › Guide › 15. Exiting › Dissolving and liquidating a Costa Rican S.A. or S.R.L.: Gaceta notice, 30 day opposition, liquidators, final statement and payout, with the notarial route

Dissolving and liquidating a Costa Rican S.A. or S.R.L.: Gaceta notice, 30 day opposition, liquidators, final statement and payout, with the notarial route

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

A company dissolves on expiry, impossibility or completion of its object, loss of half its capital or partner agreement; except for expiry, the dissolution must be recorded in the Registro Mercantil, published once in La Gaceta, and any interested party has 30 days to oppose it in court. The company then keeps its legal personality only to liquidate: liquidators collect, pay debts, sell assets and prepare a final statement which, in an S.A., is published in extract with a 15 day window for shareholder claims before a meeting approves it. When all partners agree, a notary can run the liquidation instead of a court.

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

Opposition period after dissolution notice	30 daysCódigo de Comercio art. 207, as of 2026-10-30 · in force
S.A. shareholder claims period after final statement publication	15 daysCódigo de Comercio art. 216, as of 2026-10-30 · in force
Unclaimed liquidation payouts deposited with the court after	2 monthsCódigo de Comercio art. 218, as of 2026-10-30 · in force
Minimum notarial fee for a dissolution	90750 CRCDE 41457-JP art. 95(d), as of 2026-10-30 · in force
Retention of accounting books after closing	5 yearsCódigo de Comercio art. 234(d), as of 2026-10-30 · in force

The rule

1. Causes of dissolution: expiry of the term, impossibility or completion of the object, definitive loss of 50% of capital unless partners replenish or reduce it, partner agreement, and court ordered dissolution under Ley 9699. A company dissolved by expiry may be reinstated if its representative applies within three years after dissolution and pays all pending tax on legal entities, fines and interest.Ley 3284, Código de Comercio, as amended by Ley 10255 and Ley 9699, art. 201, 2022-05-06 official text · verified 2026-10-30 · changed: Ley 10255 of 6 May 2022 (in force 31 May 2022) added reinstatement within three years for companies dissolved by expiry of their term.

2. Dissolution by expiry operates automatically; in all other cases the dissolution resolution or the company's declaration that a cause has occurred must be recorded in the Registro Mercantil. Every dissolution must be in a public deed, published in extract in the official gazette and registered.Ley 3284, Código de Comercio, art. 19 and art. 206, 1964-04-30 official text · verified 2026-10-30

3. Notice of the dissolution is published once in La Gaceta; within 30 days of publication any interested party may oppose in court a dissolution not based on a legal or agreed cause. Directors are jointly liable for operations made after the term expires, the dissolution resolution or the declaration of a cause.Ley 3284, Código de Comercio, art. 207 and art. 208, 1964-04-30 official text · verified 2026-10-30

4. Once dissolved the company enters liquidation and keeps its legal personality for that purpose. One or more liquidators become its administrators and legal representatives; they are appointed as the articles provide or by the partners when dissolution is resolved, failing which a judge appoints them; when dissolution results from expiry or a judgment, the appointment must be made within 30 days.Ley 3284, Código de Comercio, as amended by Ley 7130, art. 209, art. 210 and art. 211, 1989-08-16 official text · verified 2026-10-30

5. Directors must hand over all assets, books and documents to the liquidators by inventory. Liquidators finish pending operations, collect receivables, pay debts, sell assets at the authorised price, prepare the final statement for partner approval and pay each partner its share.Ley 3284, Código de Comercio, art. 213 and art. 214, 1964-04-30 official text · verified 2026-10-30

6. In an S.R.L., after debts are paid, assets are allotted in lots proportional to contributions; partners have eight business days after the meeting presenting the project to request changes, after which the liquidator adjudicates, holding a second meeting within eight days if there are objections.Ley 3284, Código de Comercio, art. 215, 1964-04-30 official text · verified 2026-10-30

7. In an S.A., the final statement shows each shareholder's share; an extract is published in La Gaceta, shareholders have 15 days from publication to present claims, then a shareholders' meeting chaired by a liquidator approves the final liquidation balance; payments are made against delivery of share certificates, and amounts unclaimed within two months of approval are deposited with the judge of the company's domicile.Ley 3284, Código de Comercio, as amended by Ley 9068, art. 216, art. 217 and art. 218, 2012-09-10 official text · verified 2026-10-30

8. Notaries may conduct the liquidation of mercantile companies when requested by unanimous partner agreement, whatever caused the dissolution; if the company has no legalised books, the request is made in a public deed. The notarial route is optional and unavailable if minors or persons lacking capacity are interested parties.Ley 7764, Código Notarial, as amended by Ley 9486, art. 129, 2017-10-09 official text · verified 2026-10-30 · changed: Ley 9486 of 9 October 2017 extended notarial liquidation to any cause of dissolution; Ley 9428 had first allowed it only where dissolution was unanimous.

9. The notarial fee for dissolving a legal entity is agreed by the parties but cannot be lower than ₡90,750. Documents filed for registration pay a registry fee of at least ₡2,000.
Cost to do it: Notary minimum ₡90,750 (US$199.53); registry minimum ₡2,000 (US$4.40) per document; Gaceta publication charges are additional and not covered here.Decreto Ejecutivo 41457-JP; Ley 4564, DE 41457-JP art. 95(d); Ley 4564 art. 2(a), 2018-10-17 official text · verified 2026-10-30

10. Merchants keep accounting books until five years after the business closes, and correspondence, invoices and vouchers for at least five years from their dates, unless they are evidence in pending litigation.Ley 3284, Código de Comercio, as amended by Ley 9068, art. 234(d), 2012-09-10 official text · verified 2026-10-30

Worked example

A solvent S.A. with one foreign parent and a Costa Rican subsidiary director dissolves by shareholder resolution. The notary prepares the dissolution deed (minimum fee ₡90,750, US$199.53), the extract is published in La Gaceta and the 30 day opposition period runs. The parent, as sole shareholder, asks the same notary to liquidate. The liquidator pays creditors, publishes the final statement extract, waits 15 days for claims and then holds the meeting that approves the final balance and pays the parent.

Step by step

Pay the tax on legal entities and CCSS contributions so the registry will accept the deed.
Adopt the dissolution resolution, appoint liquidators, and execute the public deed.
Publish the notice once in La Gaceta and register; wait 30 days for oppositions.
Directors hand over assets, books and documents by inventory; liquidators collect, pay and sell.
S.A.: publish the final statement extract, allow 15 days, then approve the final balance and pay against share certificates.
Deregister with Hacienda and keep books five years after closing.

Common traps

Directors who keep trading after dissolution are jointly liable for those operations (art. 208).
If the company is insolvent the concurso takes precedence and the ordinary liquidation only continues afterwards (Ley 9957 art. 4.2).
Notarial liquidation needs unanimity; a single dissenting partner forces the court route.

Sources

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