Royal Decree-Law 4/2025: Promotion of Business Continuity and Accounting Adjustment:
Temporary suspension of the grounds for dissolution due to losses and extension of the deadline for restating the 2024 annual accounts.
With the recent publication of Royal Decree-Law 4/2025 of 8 April (published in the BOE on 9 April 2025), the Spanish government is implementing a series of urgent measures aimed at protecting the business sector from the threat of tariffs and boosting international economic activity.
Among the most notable updates are the changes to company law, which directly affect the grounds for dissolution due to losses and the preparation of the annual accounts. These measures are intended to create a more flexible legal framework that will allow companies to continue to operate stably after years of exceptional crises.
- Suspension of the grounds for dissolution due to losses – Article 6.
For the purposes of determining the grounds for dissolution provided for in Article 363.1.e) of the Consolidated Text of the Spanish Law on Capital Companies (i.e., when the net equity falls to less than half of the share capital due to losses), it is established that the losses of the financial years 2020 and 2021 will not be taken into account until the end of the financial year starting in 2025.
What does this measure entail?
- Companies that, excluding the losses in 2020 and 2021, maintain their net equity above the legal threshold will not be required to dissolve or take corrective measures until the financial year beginning in 2025.
- However, if the losses from the 2022, 2023, 2024 or 2025 financial years alone reduce the net equity to less than half of the share capital, the directors must:
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- Convene a General Meeting within two months of the end of the financial year in question.
- Adopt the measures provided for by law (capital increase, capital reduction or dissolution).
This measure is intended to protect viable companies affected by exceptional events, such as the pandemic or the current geopolitical and commercial tensions, and to avoid their automatic dissolution as a result of exceptional losses accumulated in the past.
- Extended deadline for the preparation of the 2024 annual accounts – First Additional Provision.
An extended deadline is set for companies to restate their annual accounts for the financial year 2024 in order to adapt them to the new regime, in particular the exclusion of losses incurred in 2020 and 2021.
Circumstances in which restatement is applicable:
It will only be possible to restate the 2024 annual accounts if they were drawn up before the entry into force of the Royal Decree-Law (9 April 2025). However, given that the deadline for preparation is 3 months after the end of the financial year, this measure will apply to all companies with a calendar year-end.
Deadlines and conditions:
- The deadline for the restatement is one month from the entry into force of the Royal Decree-Law.
- The restatement must take into account the exclusion of the losses of 2020 and 2021 in accordance with Article 6.
General Meeting for approval:
- The general meeting to approve the restated annual accounts must be held within three months of the restatement.
Filing with the Commercial Register:
- The restated annual accounts must be filed with the Commercial Register within one month of the date of the general meeting that approved them.
This filing schedule is in accordance with Articles 272 and 279 of the Consolidated Text of the Spanish Law on Capital Companies and is fully applicable to the restated annual accounts, with the deadlines calculated from the new dates of preparation and approval.
In the event that a General Meeting has already been convened:
The Board of Directors may:
- Change the place, date and time of the Meeting.
- Cancel the meeting, provided that at least 72 hours’ notice is given by publication on the company’s website or, failing that, in the BORME.
- Issue a new notice of meeting within one month of the restatement.
Note that the option to restate the accounts is optional rather than mandatory, and only applies if the accounts were prepared before the Regulation came into force.
Summary of deadlines in the event of a restatement of the 2024 annual accounts
- Restatement of annual accounts: 1 month from 9 April 2025 (date of entry into force of the Royal Decree-Law).
- General Meeting for approval: 3 months from the date of restatement.
- Filing of the Restated Annual Accounts with the Commercial Register: 1 month after the date of the General Meeting.
- Notice of a new General Meeting (if a previous general meeting is cancelled or amended): Within one month of the restatement.
- Final clarifying note
In those cases where the annual accounts for the financial year 2024 are prepared after the entry into force of Royal Decree-Law 4/2025 (April 9, 2025), these accounts must be prepared directly by applying the criteria established in the new regulations, that is, by excluding the losses corresponding to the financial years 2020 and 2021, without the need to resort to a restatement.
However, it should be noted that the normal deadline for the preparation of the annual accounts, as established in Article 253 of the Consolidated Text of the Spanish Law on Capital Companies, is three months from the end of the financial year. Therefore, for financial years ending on 31 December 2024, the maximum deadline for the preparation of the annual accounts is 31 March 2025.
Failure to prepare the annual accounts by the specified deadline could result in the directors being in breach of their legal obligations, which may give rise to:
- Liability to the company, its shareholders or third parties for any damage caused.
- Possible administrative sanctions for failure to comply with accounting obligations.
- Difficulties in registering company resolutions with the Commercial Register.
- Difficulties in accessing funding, tenders or grants due to the absence of approved accounts filed on time.
It is therefore recommended that, if the 2024 annual accounts have not yet been prepared, the governing bodies proceed with them as diligently as possible, applying the new provisions of Royal Decree-Law 4/2025.
Bové Montero remains at your full disposal for any questions or requests you may have on these or any other topics.
