The appointment of auditors in Spanish companies is a key element of corporate law. It ensures transparency in financial reporting and builds trust among investors, creditors, and other stakeholders. In Spain, the legal framework is primarily established in the Consolidated Text of the Spanish Companies Act (Ley de Sociedades de Capital, LSC), as well as in accounting and auditing regulations.
Mandatory Appointment of Auditors in Spain
The LSC requires companies to submit their annual accounts to audit in cases in which, for two consecutive years, the corresponding company exceeds at least two of the following thresholds:
- Assets over €2,850,000
- Net turnover exceeding €5,700,000
- Average workforce of the corresponding financial year of more than 50 employees
In these cases, the company must appoint an auditor, designated by the general shareholders’ meeting, before the end of the financial year to be audited. The appointment must be for a minimum of three years and a maximum of nine, with the possibility of renewal.
Failing to appoint an auditor is not a mere formality—it has legal consequences. Any shareholder may request the Commercial Registry to appoint an auditor if the company fails to do so. Likewise, annual accounts cannot be validly filed without the corresponding audit report when an audit is mandatory. It may also trigger liability issues for directors.
Voluntary Audit of Accounts
Even if a company does not exceed the legal thresholds, it may still decide to have its accounts audited voluntarily. It can be approved by the shareholders’ meeting or requested by shareholders holding at least 5% of the share capital, in which case the audit becomes binding for the company.
Benefits of a Voluntary Audit
A voluntary audit offers multiple advantages, even in the absence of legal obligation:
- Transparency and trust: An independent audit report enhances credibility with investors, banks, suppliers, and clients, providing greater security in business relationships.
- Easier access to financing: Many financial institutions value audited accounts when granting loans or credit lines, often leading to better financing terms.
- Conflict prevention: In family-owned or closely held companies, audited accounts reduce the risk of disputes and litigation by ensuring reliable financial information.
- Improved management: Auditors may identify weaknesses in internal controls and provide recommendations to strengthen processes and governance.
- Competitive edge: An external audit boosts corporate reputation and sets the company apart from competitors without audited accounts.
Conclusion
The Spanish auditing framework combines both mandatory audits for companies above a specific size and the option of voluntary audits for smaller companies seeking greater transparency and control.
Far from being just a regulatory burden, an audit may be a strategic tool that enhances market reputation and builds confidence with third parties. For this reason, many companies decide to conduct voluntary audits to strengthen governance and consolidate their corporate image.
Frequently Asked Questions
A statutory audit is required by law when certain financial thresholds are met. A voluntary audit, on the other hand, is a decision made by the company to enhance transparency and credibility.
When, for two consecutive financial years, it exceeds at least two of the following thresholds: total assets > €2.85M, net turnover > €5.7M, or more than 50 employees.
The general shareholders’ meeting or shareholders representing at least 5% of the share capital may request a voluntary audit.
It builds third-party trust, improves access to financing, prevents internal conflicts, enhances management efficiency, and strengthens the company’s reputation.
If you are considering whether your company in Spain should opt for a voluntary audit or need legal guidance on the mandatory appointment of auditors, we can help.
