Active, dissolved, liquidated, cancelled: what each status means

On each company profile of this directory there is a label next to the name: active, in dissolution, cancelled. It looks like a minor detail and it is exactly the opposite: it is the first question the registry answers, and the most misread one. This guide translates each status into what it means for whoever is about to sign something.

What the legal status is

It is a company's state within the corporate registry: whether it is fully in force, has entered an exit process or has already left. The Superintendencia de Compañías, Valores y Seguros sets it under the Ley de Compañías (the companies law, codification published in Registro Oficial 312, November 5, 1999, much amended since), and it is inscribed in the Registro Mercantil, the office where companies' acts are recorded.

The registry's actual statuses are at times long and technical: "dissolution and liquidation by operation of law", for example. In this site's listings they are grouped into a few readable labels; the full status stays on the profile. What follows explains each group.

Active

The company is registered and not in any exit process. It is the normal state and that of the vast majority of the registry. It says nothing about whether it operates: a company can be active in the registry and spend years without real economic activity. For that you look at other things (whether it files financial statements, whether it keeps establishments open, what the status of its RUC is), which is what the verification guide is about.

In dissolution

Dissolution opens the company's termination process. It is not a verdict on its honesty nor does it necessarily imply bankruptcy: the law recognizes four paths (art. 359) and many grounds are purely administrative. The main ones:

• By operation of law (art. 360), with no proceeding needed: the expiry of the duration term without extension, a final bankruptcy order (the firm judicial resolution declaring it), failing to raise capital to the legal minimums, or a limited company exceeding fifteen partners without regularizing within six months;
• by the will of the partners or shareholders;
• by decision of the Superintendencia (art. 377): among others, the manifest impossibility of fulfilling the corporate purpose (the activity the company was created for) or the conclusion of its activities, and, the most frequent and most avoidable, failing for two straight years to comply with article 20 of the law, the obligation to file the annual financial statements;
• or by a final court ruling.

Ley de Compañías, arts. 359, 360 and 377, in the dissolution section's text replaced by the reform law published in Registro Oficial supplement 353, October 23, 2018, with further reforms in 2020 and 2023.

That last ground explains a good share of the registry's dissolutions: they did not go bankrupt, they simply stopped reporting. It also explains why the annual calendar matters more than it seems.

In liquidation

It is the next phase: the company keeps existing, but no longer to grow, only to close: sell what it owns, pay its debts and distribute what remains. It is still a subject of rights, though only for those closing acts, and its name comes to carry the mention "en liquidación".

For whoever contracts, the nuance matters: there is a company you can talk to and claim against, but also a management oriented to closing, not to taking on new long-term commitments.

Cancelled

The end of the road: once the cancellation is inscribed, the company ceases to exist. It cannot contract, or invoice, or be a party to anything new. If a cancelled company shows up issuing receipts or signing contracts, it is not an administrative oversight: it is a signal to stop and check everything, starting with the authenticity of its invoices.

In this directory, companies that leave the registry are not erased: the profile stays published with its status, because making them vanish would only leave broken links and delete the trail that they existed.

Inactive

A status still visible in the registry but no longer declared: it comes from the earlier regime of the Ley de Compañías, whose old article 359 allowed declaring inactive the companies that did not operate for two consecutive years. The reform published in Registro Oficial supplement 353, October 23, 2018, replaced the entire dissolution section and the law in force no longer contemplates that declaration. The companies that received it back then keep the label in the registry, and in practice it tends to be the anteroom of a dissolution.

When the registry and the SRI disagree

They are two different registries, kept by two different institutions, and they fall out of sync more often than one would expect. The legal status is set by the Superintendencia; the RUC status (active, suspended, deregistered) is set by the SRI. Hence the combinations worth knowing how to read:

• Active in the registry, suspended RUC. The company exists, but its tax standing is interrupted. It is the discrepancy that should most stop a payment: it directly affects the validity of whatever it invoices you.
• Dissolved in the registry, active RUC. Usually a lag between registries during the process.

This directory's profiles show both sources together and warn when they disagree. It is information for asking, not for concluding: the explanation may be perfectly innocent, but the question must be asked before signing, not after.

What to do with what you find

• Active with an active RUC: continue with the rest of the check (financial statements, establishments, age), since the status alone is not enough.
• In dissolution or liquidation: ask directly. It does not prevent operating, but it conditions timelines, guarantees and who to claim against.
• Cancelled: there is no counterparty. If someone signs in its name, they are signing for a company that does not exist.
• Nearly identical names: the most common mistake of all. Two companies with similar legal names, one active and one dissolved. Always confirm by RUC, never by name.