There are three phases in the process of submitting the legally required documentation to the commercial register.
a.) Deadline for preparing the annual financial statements, b.) Deadline for accepting the annual financial statements and c.) Deadline for submitting the annual financial statements to the commercial register.
According to Article 253 of the Law on Capital Companies [in Spanish: Ley de Sociedades de Capital], the directors of a company are obliged to draw up the annual accounts within a period of three months from the end of the financial year.
According to Article 272 of the Law on Capital Companies [in Spanish: Ley de Sociedades de Capital], the annual financial statements must be approved by the ordinary shareholders’ meeting.
Pursuant to Article 279 of the Law on Capital Companies [in Spanish: Ley de Sociedades de Capital], in conjunction with Article 365 of Royal Decree 1784/1996, of July 19, by which the Regulation of the Mercantile Registry is approved [in Spanish: Real Decreto 1784/1996, de 19 de julio, por el que se aprueba el Reglamento del Registro Mercantil], the annual accounts must be submitted to the locally competent Mercantile Registry within a period of one month after their approval. This period of one month is counted in such a way that it ends on the same day of the following month.
If the annual financial statements were adopted on June 30, the deadline ends on July 30 of the same year.
Within one month (Article 279.1 of the Law on Capital Companies [in Spanish: Ley de Sociedades de Capital]) after the annual accounts have been approved, the company or the director is obliged to submit the following documents to the Commercial Registry:
If the company fails to comply with its obligations to submit to the Commercial Register, Article 283 of the Law on Capital Companies [in Spanish: Ley de Sociedades de Capital] stipulates that the Spanish Institute for Accountingand Auditing [Instituto de Contabilidad y Auditoría de Cuentas] will impose a fine. This fine amounts to between 1,200 and 60,000 euros. In the case of a company or a group of companies with an annual turnover of more than 6,000,000 euros, the maximum fine is 300,000 euros for each year of delay.
The fine is determined based on the size of the company in relation to the volume of assets and sales figures for the last declared tax year. In the absence of these figures, the amount of the share capital is used as a basis.
If the documents whose submission was omitted were submitted late, before the fine proceedings were initiated, the fine amounts to the applicable minimum rate (which depends on the characteristics of the company) and is further reduced by 50%.
The right to impose these fines expires after three years.
The fines levied to date have been based on the following factors. In general, a fine of 0.5 % of assets plus 0.5 ‰ of the total revenue generated in the previous year was imposed. In the absence of these figures, 2% of the share capital.
If the 0.5 of the assets amount to more than 2 % of the share capital, discounts of 10 % were previously granted.
Until now, inactive companies with a share capital of EUR 3,000 have regularly been able to get away with a fine of just EUR 60.
In view of the tight budget situation, however, particular care should be taken, as these fines are well below the actual legal requirements and could quickly be revised upwards.
