If your company closed the financial year on December 31, remember that the General Meeting of Members must approve the accounts no later than June 30, and deposit them in the Registry during the month following their approval. A Certificate signed by the administrators must be drawn up from this Board and will also be taken to the Register.
Deadline for approval of the Annual Accounts
We remind you that, for all those companies whose closing of the corporate year coincides with the calendar year (December 31), the deadline for the formulation of the Annual Accounts by the directors of the companies, corresponding to the corporate year ended on December 31, 2018, ended on March 31, 2019, and the deadline for the approval of those Annual Accounts by the General Meeting of Partners / Shareholders of the same will end. on June 30, 2019. In addition, in the month following the holding of the General Meeting we must deposit the 2018 Annual Accounts in the Mercantile Registry.
From the time the General Meeting is called, any member may obtain from the company, immediately and free of charge, the documents to be submitted for approval of the company, as well as the annual report and the report of the Statutory Auditor, if any.
The annual accounts
The annual accounts shall comprise:
- The balance sheet
- The profit and loss account,
- A statement that reflects changes in net worth for the year (ECPN),
- A statement of cash flows (EFE) and
- Memory
They are documents that form a unit and must be clearly drafted and show the true and fair view of the assets, financial situation and results of the company in accordance with the legal provisions. Thus, in the accounting of the operations, attention will be taken to their economic reality and not only to their legal form.
In the current accounting system, the Statement of Cash Flows is NOT MANDATORY when annual accounts are presented in SME or Abbreviated format; while the Statement of Changes in Net Worth (ECPN), which with the approval of the PGC was mandatory, as of January 1, 2016, with the accounting reform introduced by Royal Decree 602/2016, of December 2, IS NOT MANDATORY when annual accounts are presented in SME or Abbreviated format.
Who is obliged to submit the annual accounts?
The directors of the company, who must submit to the Commercial Register of the registered office certification of the agreements of the shareholders’ meeting approving said accounts, of application of their result, as well as, where appropriate, the management report and the report of the auditor, when the company is obliged to audit or it has been agreed at the request of the minority.
The annual accounts are subject to publicity and anyone can consult them and obtain information from the Mercantile Registry of all the documents deposited.
The directors of the company are the ones who have the obligation to convene the meeting of partners to which to submit the approval of the accounts and, once approved, carry out their subsequent deposit before the Mercantile Registry in the following month.
And with the fulfillment of this requirement to give publicity to the annual accounts ends the cycle that we must carry out each year, in addition to the legalization of the official books, which electronically must be presented in the first four months of the year.
If the accounts are not deposited
If you deposit the accounts later, your company may be subject to the following penalties:
- A fine of between 1,200 and 60,000 euros. The specific amount will be determined on the basis of the assets and sales figure declared in the last Corporation Tax. If the company (or group of companies) has an annual turnover of more than 6 million euros, the maximum amount of the fine can be up to 300,000 euros.
- In addition, if one year passes from the closing date of the year without the annual accounts having been deposited, the Mercantile Registry will be “closed” for your company. That is, until you deposit them, you will not be able to register most of the company’s agreements (for example, a deed of change of address or capital increase).
If the annual accounts have not been deposited because they are not approved by the General Meeting, the registration closure may be avoided if this circumstance is accredited with certification from the administrative body expressing the cause of the lack of approval. If this situation persists, certification must be submitted every 6 months.
However, even if a year passes without your company submitting the annual accounts, you can register in the Commercial Register certain documents: the dismissal of the administrator, a revocation of powers, the dissolution of the company and the appointment of liquidators.
In addition, in case of non-compliance with their obligation to present the annual accounts in the Mercantile Registry of the registered office, the month after its approval, the administrators would be in breach of current legislation with the following consequences:
- The registration of any document referring to the company will not be allowed while the non-compliance persists, so that, among other things, no directors may be appointed, nor powers of attorney may be granted until the accounts are deposited.
- In the case of the directors, the non-presentation of the accounts implies that the due diligence of an orderly entrepreneur has not been acted upon and consequently if damage to the company originates, both the Company itself and the partners or a third party could claim the damages caused to the company by it. In addition, in the event that the company is in a situation of insolvency, the lack of diligence in the action of the entrepreneur in the non-presentation of the accounts, may mean that he has to answer for the debts of the company, since the Bankruptcy Law establishes as a case of culpable competition the non-formulation of the annual accounts , do not submit them audit if obliged, or the lack of deposit of these in the Mercantile Registry in any of the last three years prior to the declaration of bankruptcy.
- There may even be criminal liability in case of committing fraudulent conduct such as falsifying annual accounts, as provided for in article 290 of the Criminal Code.
Where a company is not required to be audited, partners representing at least 5% of the capital (alone or grouped together) may request the registrar to no longer appointed an auditor to review the accounts. The request must be made within 3 months of the end of the financial year for which the accounts are to be audited.
If you have any questions about the annual accounts of your company, you can contact us and our team of advisors will be in charge of helping you.
