Annual accounts

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What are the rules for private Spanish companies to file accounts?

The presentation of accounts is mandatory for the administrators of any company that has a commercial exploitation, regardless of its governing body. The consequences of not presenting the accounts range from the bad image of the company, due to the lack of transparency towards the company, to economic sanctions against the administrators of said company. In these cases, the penalties for the administrators may be corporate, even against their assets, or force the company to file a bankruptcy.

Account deposit obligation

In addition to the obligation to formulate accounts (articles 253 and ss LSC), the administration body must deposit them in the commercial register (article 368 RRM) within one month of its approval by the General Meeting. More specifically, the administrators must present certification of the agreements of the board of approval of said accounts, duly signed and of application of the result as well as, where appropriate, of the consolidated accounts.

The Registrar will qualify under his responsibility in fifteen days from the date of the presentation seat if the documents presented are required by law, if they are duly approved by the general meeting and if the mandatory signatures are recorded. If he appreciates a defect, he will issue a negative grade and cannot carry out the registration. For this reason, when there is no approval of the same by the board, the administrative body has to notify the commercial register of the certification of the minutes in which the accounts are not approved expressing what has been the cause of non-approval. In this case, the closing of the registration form will be avoided.

Which are the companies required to deposit the annual accounts?

  • SA, SL, limited by shares and reciprocal guarantee, pension funds and any other businessmen in general who, under current provisions, are obliged to publicize their annual accounts.
  • The parent company of a group that presents consolidated accounts.
  • Foreign companies that have branches open in Spain.
  • Simple collective and limited partnerships, when at the closing date of the fiscal year all collective partners are Spanish or foreign companies.
  • The foundations will deposit the annual accounts in the Register of Foundations, having to formulate consolidated annual accounts when the foundation is in any of the cases provided for the parent company.

General consequences of not depositing the annual accounts in the Mercantile Registry.

The lack of deposit of the Annual Accounts has at least three serious damages to your company:

  • The deterioration of the company image, due to the lack of transparency and information for third parties that are related to the company, among which it is worth highlighting financial institutions and suppliers and customers.
  • Closing the registration sheet. That will prevent it from registering most of the legal acts of the company. That is, any corporate change that takes place after 30 days of the theoretical call for the approval of the annual accounts will not be registered while there is a lack of deposit (resignations and appointments of administrators, powers of the company in favor of third parties, etc.).
  • The possibility of your company being sanctioned.

Penalty system (Article 283 LSC)

In the first month of each year, Commercial Registrars have to send to the DGRN a list of the companies that had not fulfilled the deposit obligation the previous year. In the second month, the list will be transferred to the Accounting and Audit Institute for the initiation of the disciplinary proceedings in accordance with the provisions of the Law on the Legal Regime of Public Administrations and the Common Administrative Procedure.

Amount: from € 200 to € 60,000 for each year of delay.

Prescription at three years.

For its part, the Registry will not impose a sanction if the presentation of the accounts is made before one year has elapsed since the end of the fiscal year (until December 31). However, if more than one year has elapsed, the registration sheet will be provisionally closed.

Likewise, if the documents are presented before the beginning of the disciplinary proceedings, the penalty will be imposed to a minimum extent and reduced by fifty percent.

However, the most serious consequence is undoubtedly the possibility of derivation of personal liability of the partners, against the creditors of the company.

In conclusion

The lack of deposit of the Annual Accounts has at least three serious damages to your company:

  • By not presenting the accounts, the administrator does not act with the diligence that is required.
  • Corporate responsibility: the administrators of law or de facto as such, will respond to the company, to the partners and the social creditors, for the damage caused by acts or omissions contrary to the law or the bylaws or for those made in breach of the duties inherent to the performance of the position.
  • Bankruptcy liability: when the bankruptcy of a company is classified as guilty, that is, when the insolvency of the company there has been fraud or serious fault of the representatives. The law includes some assumptions iuris et de iure and iuris tantum among which are the breach of the duty to formulate annual accounts or submit them to audit or, once approved, not having deposited them in the Mercantile Registry in any of the three years before the contest declaration.

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