The introduction of measures to expedite the incorporation of companies in Spain and simplify certain corporate obligations includes:
Legalization of Books
The record books that employers are obligated to keep (including minute books and records, and books, in which shareholder information is registered) will be electronically legalized in the Commercial Registry after its completion and before four months from the date of the end of the fiscal year have elapsed. It is also predicted that employers may voluntarily legalize books of detailed records or a group of records created at less than annual intervals when there is an interest in convincingly proving the legalization and date on which the Registrar intervened.
Electronic Power of Attorney (EPOA)
A power of attorney and its revocation, granted by commercial companies or by Entrepreneurial Limited Liability (E.L.L) provisions, may also be conferred in an electronic document signed with the authenticated electronic signature of the principal. This may be directly submitted to the Commercial Registry through the appropriate electronic means.
Organization of Records
The Land and Commercial Registries will be open to the public for all purposes, including the presentation of documents, from Monday to Friday from nine o’clock in the morning to seventeen hours (five o’clock in the afternoon). During the month of August, and on the 24th and 31st of December, the previously mentioned registries will be opened from nine o’clock in the morning to fourteen hours (two o’clock in the afternoon).
The possibility that several registrars in the personnel division regime can record a land record is expected. All records of real property, commercial and personal property should be transcribed in electronic format in a single computer system that is accessible to all public authorities and courts. Once the Law is in effect, there will be a yearlong period for its integration.
Simplification of the Requirements for Economic and Financial Information
Law 14/2012 introduces amendments to the Spanish Commercial Code and the Corporations Law. These amendments involve less stringent accounting requirements for smaller companies:
- The Daybook must be recorded daily and must include all transactions concerning the company’s business activities. However, joint annotation of totals of operations for periods not exceeding quarterly periods are acceptable (before, the joint annotation for periods of only one month was allowed) provided that the details appear in other books or matched records, according to the nature of the activity in question.
- The thresholds that will allow Corporations and Limited Liability Companies to present balance sheets have been increased. Those changes will affect the net worth and financial statements of the companies (allowing them to avoid having to submit cash flow statements and managerial reports). To do so they must meet, at the end of the year, at least two of the following three conditions (in general, a company must meet the threshold for two consecutive years, the closing date of each of them, from the first financial year of the company’s creation, transformation or merger):
- Its assets must not exceed the value of € 4,000,000 (previously set at € 2.85 million)
- Its net annual turnover must not exceed € 8,000,000 (previously set at € 5.7 million)
- Its average number of employees during the period must be more than 50 (unchanged).
However, the same limits on net assets and turnover are maintained for companies created before the passage of the Law on the obligation to audit annual accounts. In other words, the thresholds to exempt a business from the statutory audit remains, at the end of two consecutive years, meeting at least two of the following conditions:
- Its total assets did not exceeding 2,850,000 Euros;
- Its net turnover did not exceed 5,700,000 Euros;
- Its average number of employees did not exceed 50.
This article is not considered as legal advice