Countries › Costa Rica › Guide › 15. Exiting › Dormant Costa Rican companies: three unpaid years of the tax on legal entities dissolve the company, partners stay liable, and reinstatement is possible for three years

Dormant Costa Rican companies: three unpaid years of the tax on legal entities dissolve the company, partners stay liable, and reinstatement is possible for three years

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

Every company, E.I.R.L. and foreign branch on the register pays the tax on legal entities each January, between 15% and 50% of a salario base in 2026, and its legal representatives are jointly liable for it. Three consecutive unpaid years are a cause of dissolution: the registry publishes the notice and cancels the registration, and Hacienda can then collect from the last registered partners. Within three years of cancellation, or of dissolution by expiry of the term, the company can be reinstated by paying all tax, fines and interest, and must then update its beneficial ownership filings within two months.

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

Tax on legal entities, entity not registered with Hacienda	15 % of salario baseLey 9428 art. 3(a), as of 2026-10-30 · in force
Tax on legal entities, top bracket	50 % of salario baseLey 9428 art. 3(d), as of 2026-10-30 · in force
Payment window	First 30 calendar days of January Ley 9428 art. 4, as of 2026-10-30 · in force
Unpaid consecutive periods triggering dissolution	3 yearsLey 9428 art. 7, as of 2026-10-30 · in force
Reinstatement window after cancellation	3 yearsLey 9428 art. 7 bis, as of 2026-10-30 · in force

The rule

1. The tax applies to all mercantile companies, branches of foreign companies and E.I.R.L.s registered in the Registro de Personas Jurídicas; it accrues on 1 January each year.Ley 9428, art. 1 and art. 2, 2017-03-21 official text · verified 2026-10-30

2. Rates as a share of a monthly salario base: 15% for entities not registered with the tax administration; for profits tax payers, 25% with gross income under 120 salarios base, 30% from 120 to under 280, and 50% from 280 salarios base.
Cost to do it: 2026: ₡69,330, ₡115,550, ₡138,660 or ₡231,100 (US$152.43, US$254.06, US$304.87 or US$508.11).
Example: Inactive holding company not registered with Hacienda: ₡69,330 for 2026. / US$152.43.Ley 9428, art. 3, 2017-03-21 official text · verified 2026-10-30

3. The tax is paid within the first 30 calendar days after 1 January; legal representatives are jointly liable with the entity for non payment.Ley 9428, art. 4, 2017-03-21 official text · verified 2026-10-30

4. Entities in arrears cannot obtain registry certifications or register documents and cannot contract with the State; the debt is a preferential legal mortgage or pledge on their assets.Ley 9428, art. 5, 2017-03-21 official text · verified 2026-10-30

5. Non payment for three consecutive periods is a cause of dissolution; the tax administration reports the entities, the registry publishes the dissolution notice in La Gaceta under Código de Comercio art. 207 and cancels the registration; Hacienda may continue or start collection against the last officially registered partners, who become jointly liable.Ley 9428, art. 7, 2017-03-21 official text · verified 2026-10-30

6. Within three years after cancellation, the legal representative may request reinstatement after paying all pending tax, fines, penalties and interest; the name stays protected during that period, and once reinstated the company must register its shareholders and beneficial owners within two months.Ley 9428, art. 7 bis added by Ley 10255, art. 7 bis, 2022-05-06 official text · verified 2026-10-30 · changed: Added by Ley 10255 of 6 May 2022, in force 31 May 2022.

7. A company dissolved by expiry of its term may be reinstated if its representative applies within three years of dissolution, after paying all tax on legal entities, fines, penalties and interest.Ley 3284, Código de Comercio, as amended by Ley 10255, art. 201(a), 2022-05-06 official text · verified 2026-10-30

8. Micro and small enterprises with permanent productive activity registered with MEIC, and small and medium farmers registered with MAG, that are registered taxpayers are exempt from the following fiscal period.Ley 9428, art. 16, 2017-03-21 official text · verified 2026-10-30

Worked example

A foreign investor stops paying the tax on a dormant S.A. that holds a car. After three unpaid years the company is dissolved and cancelled, yet Hacienda can collect the arrears from the last registered shareholder. Reinstating within three years costs all unpaid years with fines and interest, plus beneficial ownership filings within two months.

Step by step

Decide whether a dormant company is worth keeping; each January costs at least ₡69,330.
If closing, dissolve and liquidate properly rather than letting the tax lapse.
If reinstating, pay all arrears, file for reinstatement within three years and update beneficial ownership within two months.

Common traps

Letting the company lapse does not end liability; last registered partners become jointly liable (art. 7).
Assets registered to a cancelled company are stuck until reinstatement or proper liquidation.

Sources

← Closing with Hacienda, the CCSS and the Registro Nacional: deregistration in one month, the clearances that block filings, and four or ten years of exposureWhen the Costa Rican company cannot pay: the concurso replaces ordinary liquidation, look back periods for gifts and preferences, and subordination of related parties →

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