Obligations of a limited liability company before the Commercial Register

Limited companies have to fulfil a number of obligations before the Commercial Register. In this guide we look at the obligations of a limited company to this administrative body:

Legalisation of books

All limited companies, in addition to keeping an orderly Annual Accounts Book, a Minutes Book and a Members’ Book, must legalise these books at the Companies Registry of the company’s registered office. These books can be legalised telematically since last February without the need to physically go to the Mercantile Register.

Deposit of annual accounts

The directors of the companies must deposit the following documents within one month of the approval of the annual accounts:

  • Signed application of the representative.
  • Certification of the competent body approving the annual accounts and the distribution of profits.
  • Proof that the audited accounts coincide with those that have been audited.
  • Copy of the annual accounts (balance sheet, profit and loss account and annual report) signed by the directors.
  • Copy of the management report signed by the directors.
  • Copy of the audit report in the event that an audit is required to be carried out.
  • Certificate showing the business produced by the treasury shares.

The registrar of the Commercial Register will then examine these documents within 15 days of their deposit. If no defect is found, the corresponding entry will be made in the Accounts Deposit Book and on the sheet corresponding to the depositing company and, if any defect is found, the cause will be qualified in the preliminary signature and returned to the company so that it may rectify it, and the Companies Register must keep the deposited documents for the following 6 years.

In the event of non-compliance with this obligation of the Limited Company, it could be sanctioned with a fine ranging from 1,202.02 euros to 60,101.21 euros for each year of delay, with the statute of limitations after 3 years and, if the company has a turnover of more than 6,010,121.04 euros, the limit of the fine for each year of delay will be 300,506.05 euros.

In addition, no company document may be registered in the Companies Register, except for deeds of termination, resignation of directors, managers, general managers or liquidators or revocation or renunciation of powers of attorney, as well as those relating to the dissolution of the company and appointment of liquidators or authorising entries by the Judicial or Administrative Authorities.

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