Reminder by the Superintendency of Corporations on the Perpetuity of the Obligation of Renewal of the Commercial Registration
The Superintendency of Corporations recently issued its Opinion 220-093666 which makes reference to non-operating companies. These are companies that have presumably ceased their activities and the legal entity is inoperative. In accordance with the opinion, it will be understood that a company is inoperative when it is subject to supervision by the Superintendency of Corporations and omits, for three consecutive years, the obligation to renew its commercial registration or when it fails to send the information required by the Superintendency for a period of three consecutive years.
The declaration of inoperability of a company has a serious consequence, which is the dissolution of the company by the Superintendency, which will send notice about the presumption of inoperancy to the physical or electronic address noted in the commercial register. After this, the entity grants the corporation a period of thirty (30) days to refute the presumption against it. If the company does not reply, it will be declared dissolved and in a state of liquidation.
The point that the Superintendency of Corporations highlights in Opinion 220-093666 is that once the liquidation process has begun, the liquidator must include in the inventory the pending obligation of the dissolved company to renew its past-due commercial registrations for the number of years it failed to comply. Subsequently, the liquidator must make the payment to the corresponding Chamber of Commerce and eliminate this liability.
Remember to comply with for your company’s legal obligations and avoid a declaration of inoperability. If you want to get support for the fulfillment of your obligations in BéndiksenLaw we can counsel you.
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