During the first six months of the year, capital companies must submit the annual accounts to the General Meeting for approval. Within one month after approval, they must file them with the Commercial Registry (normally before July 30 of each year).
Until now, they imposed no sanctions in practice for failure to deposit annual accounts on time, except for the closure of the company’s registration sheet in the Commercial Registry, blocking to record any act with registrable relevance (*).
However, the entry into force of the Regulations of the Audit Law RD 2/2021, on 1 February 2021, opens the possibility to apply the sanction regime to companies that cannot file their annual accounts in time.
Indeed, the eleventh additional provision determines the time limit to carry out the sanction procedure and the criteria for imposing sanctions.
Amount of the sanctions
Sanctions may amount to 0.5 per thousand of the total assets, plus 0.5 per thousand of the company sales figure included in the last declaration submitted to the Tax Administration. The company must provide the original tax return:
• If it does not, it sets the sanction of 2% of the share capital (according to the details of the Commercial Registry)
• If the company provides it and the outcome of applying these percentages to the sum of the items of assets and sales is greater than 2% of the share capital, it quantifies the sanction in the latter reduced by 10%.
Given this important additional aspect, companies should update the deposit of their annual account before the Commercial Registry (at least for the last three financial years) and regularise their situation. Besides the sanctions listed above, the non-compliance could also raise a joint liability of managers.
(*) Except for the exemptions provided for in Article 282.2 of the LSC concerning: the removal or resignation of administrators or liquidators, the revocation or waiver of powers, the company dissolution, the appointment of liquidators, and the entries ordered by the judicial or administrative authorities.
Do not consider this article legal advice