Filing of annual accounts with the Commercial Registry

Clients who have already done it

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The process has two concatenated deadlines that you must meet:

1. Approval in General Meeting:

• Deadline: Within 6 months following fiscal year end
• Example: If you close on 12/31/2024, Meeting before 06/30/2025
• The Meeting can be held in person or by video conference

2. Filing with Commercial Registry:

• Deadline: 30 days following approval of accounts
• Example: Meeting on 06/20/2025 → Filing before 07/20/2025
• Calendar days are counted, not business days

Maximum total deadline: 7 months from fiscal year end (6 months + 1 month). For fiscal year ended 12/31/2024, absolute maximum deadline: 07/31/2025.

Important! Non-compliance even by 1 day can result in penalties. We recommend starting the process with 10-15 days margin.

The consequences of non-compliance are very serious and directly affect your company and you as director:

1. Commercial Registry closure:

• You cannot register any act until regularized
• Blocked: Director appointments, address changes, capital increases, bylaws amendments
• Effective paralysis of important corporate operations

2. Administrative penalties (Companies Act):

• Small companies: €1,200 to €60,000
• Medium companies: €60,000 to €150,000
• Large companies: €150,000 to €300,000
• Aggravating factor: Recurrence multiplies penalties

3. Director liability:

• Personal and joint liability for non-compliance
• Possible disqualification from managing companies
• Damages caused to third parties due to lack of public information

4. Reputational and commercial damage:

• Suppliers and clients can check non-compliance in the Registry
• Banks deny financing for "dirty registry record"
• Automatic exclusion from public tenders
• Distrust from investors and business partners

The total cost of filing consists of two items:

1. Commercial Registry fees (mandatory):

• Micro-enterprise companies: €40 (less than 10 employees, €2M assets/turnover)
• Small companies: €60 (abbreviated: up to 50 employees)
• Standard companies: €90 (complete standard accounts)
• With audit: +€30 additional
• Consolidated group accounts: €150

2. Service fees:

• Preparation and adaptation of accounts to official format
• Electronic filing with Registry
• Follow-up until filing confirmation
• Complete management: €150-300 depending on complexity

Additional services:

• Late urgent filing: +40%
• Regularization of previous fiscal years: Consult
• Account preparation from accounting: From €200

Approximate total for standard company: €210-390 (fees + service).

Documentation varies according to your company's size and characteristics:

MANDATORY documents for all companies:

• Balance sheet for the fiscal year in official format
• Profit and loss statement according to corresponding model
• Notes (abbreviated, SME, or standard according to size)
• General Meeting minutes of account approval
• Resolution certificate signed by director
• Identifying data: Tax ID, registered office, directors

Additional documents depending on case:

• Statement of changes in equity: Standard accounts (not abbreviated)
• Cash flow statement: Standard accounts (not abbreviated)
• Management report: If legal limits are exceeded
• Audit report: If company is required to audit or does so voluntarily
• Profit distribution: Detail of profit or loss allocation

For special companies:

• Listed companies: Annual corporate governance report
• Groups: Consolidated accounts and group documentation

We specifically advise you on what documents your company needs according to its characteristics.

No, it is impossible and also illegal. The legal order is strict and must be respected:

Mandatory sequence:

1. Preparation of accounts: Directors prepare annual accounts
2. Audit (if applicable): Auditor reviews and issues report
3. Meeting notice: Ordinary General Meeting is called
4. Approval in Meeting: Partners approve accounts
5. Resolution certificate: Director certifies approval
6. Registry filing: Filed within 30 days following

Why can't this order be skipped?

• Commercial Registry requires approval minutes as mandatory document
• Without Meeting, no approval; without approval, no minutes
• Certificate must indicate Meeting date
• Registry qualifies and rejects filings without prior approval

What you CAN do:

• Prepare all documentation before Meeting
• Have accounts ready to file immediately after approval
• Hold Meeting and file same day (if everything prepared)

We help you prepare everything beforehand so filing is immediate after Meeting.

The model depends on your company's size according to objective legal limits:

ABBREVIATED model (simplest):

You can use it if you DO NOT exceed 2 of these 3 limits for 2 consecutive years:

• Assets: €4,000,000
• Turnover: €8,000,000
• Average employees: 50

Advantages: Less information required, simplified notes, no statement of changes or cash flows needed.

SME model:

For companies that cannot use abbreviated but DO NOT exceed 2 of these 3 limits:

• Assets: €11,400,000
• Turnover: €22,800,000
• Average employees: 250

Some simplifications compared to standard model.

STANDARD model (complete):

Mandatory if exceeding SME limits. Includes:

• All complete financial statements
• Statement of changes in equity
• Cash flow statement
• Extensive notes with all information

How to know which to use?

• First time: Probably abbreviated if small company
• Check your data: Assets in balance sheet, turnover in P&L, average employees
• Check previous year: Limits must be exceeded 2 consecutive years

We advise you on which model corresponds to your specific company.

Yes, you can and should regularize pending previous years. Even if late, it is always better to file them than to maintain non-compliance.

Regularization process:

• Identify all unfiled fiscal years
• Prepare accounts for each pending year
• Approve them in General Meeting (if not done at the time)
• File chronologically starting with oldest

Consequences of late filing:

• Administrative penalties: Possible fines proportional to delay
• Doesn't avoid past registry closure: If there was closure, it already occurred
• Improves future situation: Allows registering acts again from regularization
• Commercial image: Although late, shows willingness to comply

Can I approve old accounts now?

• Yes, you can hold Meeting now to approve past fiscal years
• Must state that accounts for fiscal year [specific year] are being approved
• A single Meeting can approve several consecutive years

Important:

• Some penalties may prescribe (4 years)
• Registry closure does not prescribe: only lifted by filing
• Each day without filing worsens the situation

We help you regularize all pending history quickly.

Depends on your company's size. Audit is only mandatory if certain limits are exceeded:

You are REQUIRED to audit if you exceed 2 of these 3 limits:

• Assets: €2,850,000
• Turnover: €5,700,000
• Average employees: 50

Limits must be exceeded for 2 consecutive years for the obligation to take effect.

If you are required to audit:

• You must hire a registered auditor registered with ROAC
• Auditor reviews accounts and issues audit report
• Report is filed together with annual accounts
• Additional time: Start audit with 2-3 months advance
• Audit cost: €2,000 - €10,000 depending on company size

If you are NOT required (most SMEs):

• You can file without audit
• Optionally you can audit voluntarily (recommended if seeking financing)
• Faster and more economical process

Special cases with audit obligation:

• Listed companies: Always
• Company groups exceeding consolidated limits
• Companies receiving significant subsidies
• Investor or financial institution requirement

We confirm if your company must audit according to its specific figures.

Yes, completely. That is precisely the purpose of filing: to give publicity to your company's economic situation.

Information that will be public:

• Complete balance sheet (assets, liabilities, equity)
• Profit and loss statement (income, expenses, result)
• Notes (accounting policies, breakdown of items)
• Profit distribution (dividend distribution)
• Audit report if exists
• Data of signing directors

Who can access this information?

• Any person or company can request your accounts at the Registry
• Suppliers evaluating your solvency
• Clients analyzing your stability
• Competitors studying your strategy
• Investors valuing opportunities
• Banks assessing risks

How do they access?

• In person at Commercial Registry
• Online through Central Commercial Registry
• Commercial databases (Informa, Axesor, etc.) that aggregate this information
• Cost: €3-6 per company account query

Can I avoid it?

• No. It is a legal obligation to give publicity
• Non-compliance (not filing) has serious penalties
• Transparency is a Commercial Law requirement

Advantage: Publicity also protects you. You prove solvency to good faith third parties.

The Commercial Registry can negatively qualify the filing if it detects defects. Common causes and solutions:

Frequent causes of rejection:

• Formal defects: Unsigned documents, incorrect certificates, incongruent dates
• Model errors: Using abbreviated model without meeting requirements, incorrectly filled boxes
• Incomplete documentation: Missing notes, missing mandatory audit report, missing profit distribution
• Accounting inconsistencies: Unbalanced balance sheet, result not matching distribution
• Authorization problems: Signature of person without sufficient power

Process after rejection:

1. Registry issues qualification note indicating defects
2. You have deadline to remedy indicated defects
3. You correct what is indicated and resubmit
4. If correctly remedied, filing is registered with initial date

Does the original deadline count?

• Important: Even if you remedy, if first filing was late, you remain in non-compliance
• If filed on time but with defects, no penalty when remedied
• That's why it's critical to review well BEFORE first filing

Our guarantee:

• We review everything before filing to avoid rejections
• If rejection due to our error, we remedy at no additional cost
• Advice included on how to correct defects

Legally you can do it yourself, but in practice it presents significant difficulties:

If you decide to do it yourself:

You will need:

• Know the official format of Registry filing model
• Adapt your accounts to standardized format (specific Excel template)
• Correctly fill in all mandatory fields
• Prepare resolution certificate according to legal form
• Access electronic Commercial Registry with digital certificate
• Pay fees correctly
• Remedy defects if Registry flags them

Common difficulties:

• Official formats change with accounting reforms
• Technical errors cause rejection (figure balancing, accounting codes)
• Electronic platform not always intuitive
• Risk of deadline breach if there are rejections
• Significant time if not familiar

Advantages of using professional:

• Avoid errors that cause rejection and time loss
• Guarantee of correct filing first time
• Advice on appropriate format (abbreviated/standard)
• Complete management of electronic procedure
• Professional liability if errors
• Time savings (4-8 hours of work avoided)

Cost vs benefit:

• Do yourself: €0 in fees + 8 hours time + rejection risk
• With professional: €150-300 + guarantee + 0 hours yours

Many directors try doing it once and then delegate due to complexity.

Yes, we offer comprehensive service for the entire annual accounts cycle:

Prior accounting services:

• Annual accounts preparation: From your fiscal year accounting
• Accounting review: Verification of correct allocation before preparation
• Format adaptation: To official abbreviated/SME/standard model
• Notes preparation: Complete drafting according to legal requirements
• Corporate tax calculation: CT settlement coordinated with accounts

Approval services:

• Meeting notice: Drafting and sending to partners
• Meeting minutes: Drafting of approval minutes
• Online meeting: Organization of legal video conference Meeting
• Certificates: Approval resolution certificate

Filing services:

• Standard filing (our main service)
• Urgent late filing
• Regularization of previous years
• Consolidated group filing

Subsequent services:

• Obtaining filed accounts: Registry filing certificate
• Profit distribution: Dividend distribution, offsets
• Modifications: If errors after filing (complex and costly)

Comprehensive packages:

• Preparation + Meeting + Filing: Special price
• Recurring annual service: Loyalty discount
• Multiple companies: Volume rate

We design the package according to what you need.