According to the Law to Support Entrepreneurs and Internationalization, which became effective on September 29, 2013, entrepreneurs must identify their core business by referring to the economic activity code that best describes the business considering the breakdown that appears at the National Classification of Economic Activities (CNAE). The codes of the activities that correspond with the corporate purpose of each registered entity shall appear in the registered documents and in the first incorporation entry of the corresponding entities in the competent public registries.
The 14/2013 Law of September 27, to Support Entrepreneurs and Internationalization (the Entrepreneur Support Act), became effective on September 29. It introduces new measures in connection with the classification of entrepreneurial activities.
In particular, Article 20 of the Entrepreneur Support Act establishes a series of measures that have an influence on the Commercial Registry. Although the title of Article 20 refers to the universal segmentation of entrepreneurs, given the broad meaning that the term entrepreneur has under this Law, it is applicable to employers (natural or legal entities) in general.
These measures are:
- When dealing with Public Administrations in their respective competencies, entrepreneurs must identify their core business by referring to the code of the economic activity that best describes it while using the proper breakdown of the National Classification of Economic Activities (CNAE). There is a single CNAE for the whole Public Administration.
- The codes of the activities included in the social purpose of the registered entity must appear in the registered documents and in the first registration of incorporation of the corresponding entities in the respective competent Public Registries. The main, sole activity undertaken during the financial year must be identified in the annual accounts, which must be deposited by reference to the corresponding code.
The question arises whether it is necessary to express the CNAE of all the activities that are included in the social purpose of the company (which can be rather cumbersome and difficult), or if only the CNAE of the core business of the company must be expressed. The second option would be simpler. This reality is without prejudice to record the codes corresponding to each activity in case the company develops several activities simultaneously. However, for the purposes of registration, it is only necessary to record one activity: the one relating to the core business of the company, which best describes it. However, we believe that the purpose of the rule is to clarify the activity of the company for the partners themselves and for third parties. This means that if all the CNAE of all the activities that are included in the social purpose — regardless of whether the company develops them — were recorded, there would be no clarification whatsoever.
However, in the Resolution of November 11, 2013, the General Directorate of Registries and Notaries (allowing the registration of a certain insert of the social purpose of a company) clarified an important comment about Article 20 of the 14/2014 Law. It noted that after the Law to Support Entrepreneurs became effective, recording became necessary on the first registration of the company in the Commercial Registry. The codes corresponding to the National Classification of Economic Activities relative to the social purpose require recording.
Therefore, according with this Resolution, recording all the CNAES corresponding to all activities that the company undertakes are mandatory.
- Finally, the rule states that Public Registries for deposits of annual accounts must make the effective activity codes available to all Public Administrations. The Spanish Office of Statistics (Instituto Nacional de Estadística) will resolve doubts about their accuracy. The registration must submit the final decision to this Office.
This article is not considered as legal advice