Do you trade with Spanish companies? Be prudent: find their financial statuts through their annuals accounts.

1. Annual accounts
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 own
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, in
general, any other businessmen 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.

2. 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.
 The closing of the registration form for the company 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 of the last fiscal year will not be registered with the merchant while
there is a lack of deposit. Let us think that, for example, there will be no change
in the statutes, resignations and appointments of administrators, powers of the
company in favor of third parties.
 The possibility of your company being sanctioned.
Penalty system (Article 283 LSC)
The first month of each year the 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:

3. 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 to 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.
This responsibility must be demonstrated, and it is more difficult that in the end
a lawsuit of this type can be carried out, and therefore, they have to answer for
the damages, unless it is something very objective.
 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 prior to the contest
declaration.
Contact
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you have any question about our services. You will receive a personalised
response to your query and an estimate without any commitment.
For more concrete information, to request price quotes or to make an order you
can to take contact with each specific department:
 Annual Accounts
SpainRisk
University Expert in Security Policies (UNED 2015)
Degree in Philology (Central University of Barcelona 1992)