Now, in Spain, it is mandatory to file with the Commercial Registry, in addition to accounting records, those relating to the company itself, namely the registers of the board of directors and general meeting, as well as the registers of shareholders.

Electronic Legalization of Registers

This law also established the obligation to use electronic format for legalization with the Spanish Commercial Registry. This obligation has been in effect since January 2015.

This new obligation stems from Article 18 of the aforementioned law, as well as paragraph 8 of the resolution of February 12, 2015, issued by the Dirección General de Registros y de Notariado :

« All registers legally maintained by companies, including registers of general meetings and other collegial bodies, or registers of shareholders or registered shares, must be electronically legalized with the Commercial Registry within four months of the end of the fiscal year».

The Electronic Legalization Procedure

This procedure is carried out using the Legalia program:

  • Filing of the paper register,
  • Certification of closure of the paper register,
  • Electronic submission of the registers starting in January 2015.

Sanctions and Legal Consequences

In Spain, failure to file annual accounts is severely penalized. In fact, offenders may be prohibited from publishing any changes within the company. The "cierre de la hoja registral" or closure of the "K-bis" extract can prevent the publication of a change of director or a modification of the share capital.

Currently, there are no sanctions related to the obligation under Article 18 of the aforementioned law. However, as this is an obligation stipulated by the Law on Capital Companies, tax penalties may be imposed, particularly those referred to in Article 200 of the General Tax Law.

Furthermore, whether or not company documents are filed can have consequences in the event of a dispute between partners or with third parties. Indeed, the absence of filing could lead to challenges to the validity of decisions or weaken their evidentiary value. Conversely, filing and legalizing these documents can freeze them, making them immutable in the future.

Links :