Dissolution of a Company (Registro Nacional)

When a business formally closes, the company that backs it (SRL or S.A.) must be dissolved and liquidated before the Registro Nacional — simply stopping operations is not enough.

Steps of the process: 1. Hold a shareholders' meeting where the dissolution of the company is formally approved. 2. Publish a notice in the Diario Oficial La Gaceta about the company's closure. This publication opens a 30‑day period for creditors to file claims. 3. Settle outstanding debts and fulfill tax obligations — any pending tax interest must be satisfied before the dissolution can be completed, otherwise the filing cannot be registered. 4. A notary public records the dissolution and liquidation agreement in a escritura publica and submits it to the Registro de Personas Juridicas for final registration.

Update 2025‑2026 — simplified procedure: if the company has no assets, liabilities, rights or pending obligations, the Registro Nacional allows the dissolution and liquidation to be done in a single act, even omitting the appointment of a liquidator, provided the notary certifies that the company has no assets or debts and that the tax interest is satisfied.

Estimated timelines:

• Simplified procedure (no assets or liabilities): a few weeks.
• Regular case (with assets, debts, or disagreeing partners): between 6 and 12 months.

Note: before dissolving a company that was an employer with the CCSS or that has active registrations with Hacienda, you must also deregister it from those institutions — dissolution at the Registro Nacional does not automatically close those other accounts.