Since the entry into force of Royal Decree 2/2021, of 12 January, approving the Regulation for the implementation of Act 22/2015, of 20 July, on the Auditing of Accounts, commercial companies that fail to register their Annual Accounts in due time with the Commercial Registry may be subject to financial penalties.
Until the regulation came into force on 31 January 2021, failure to file the annual accounts was subject to a series of non-financial penalties, such as restrictions on registering new acts in the Registry and liabilities on the part of the directors for insolvency and debts, or fines and penalties. The eleventh additional provision now adds the criteria for determining the amount of fines:
- 0.5 per thousand of the total amount of the asset items, plus 0.5 per thousand of the entity’s sales turnover included in the last tax return filed with the Tax Agency, whose original must be provided in the course of the proceedings.
- If the tax return referred to in the previous point is not submitted, the penalty shall be set at 2 per cent of the share capital according to the data recorded in the Commercial Registry.
- If the tax return is submitted and the result of applying the aforementioned percentages to the sum of assets and sales is greater than 2 per cent of the share capital, the penalty shall be set at 10 per cent of the share capital.
The Commercial Registry may impose these penalties as from the sixth month after the ICAC[1]‘s decision to initiate proceedings, without prejudice to the suspension or extension of the time limits provided for in the procedure.
The deadlines to be taken into account are as follows:
- Approval of annual accounts (art 164, LSC[2]): 6 months starting from the end of the financial year.
- Filing of annual accounts (art. 279, LSC): 1 month starting from the approval of the annual accounts.
The team at Bové Montero y Asociados is at your service to discuss any doubts or questions you may have in this regard.
For further information, the full text can be found in the link to the BOE[3] below https://www.boe.es/buscar/doc.php?id=BOE-A-2021-1351
[1] ICAC: Accounting and Auditing Institute.
[2] LSC: Spanish Companies Act.
[3] BOE: Official State Gazette.
