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Presentation of the Annual Accounts as a legal obligation. Economic consequences of not presenting

The conviction is widely spread that, if you do not present the Annual Accounts (CCAA) within the periods determined for the tax, accounting and mercantile declaration campaigns, the “only” consequence is the closing of the Registration Sheet. In other words, the erroneous belief involves attributing to the lack of presentation of the Annual Accounts the consequence of not being able to register any document in the Mercantile Registry except those that are directly or indirectly aimed at reducing the activity of the company (v .gr. dissolution of the company, appointment of liquidators, etc.). Such assumption comes as a result of art.378 of the Mercantile Registry Regulations. Let us remember that the CCAA must be formulated until March 31, approved until June 30 and presented in the Mercantile Registry until July 30.

What sometimes escapes us is the provision of article 283 of the Capital Companies Law (LSC) that comes to determine a sanctioning regime for the lack of presentation of the CCAA and the power of the Accounting and Auditing Institute of Accounts (ICAC) to impose a penalty ranging between €1,200 and €60,000. Certainly nothing negligible.

In honor of the truth, it must be admitted that, until now, the ICAC had not initiated many sanctioning procedures for this non-compliance, but with the approval of the Regulations for the development of Law 22/2015, of July 20, on the Audit of Accounts through Royal Decree 2/2021, of January 12, the ICAC is empowered with several tools that make it possible to identify all those who avoid the obligation to present the CCAA, especially small-sized companies or those that do not have activity in general .

The ICAC indicates in its ANNUAL REPORT OF ACTIVITIES for the year 2021 that throughout 2021 it imposed 165 sanctions, thus collecting a total of €852,283, from which an average sanction of €5,165.35 is inferred for each file. Compared to the year 2020, when 164 files were opened, the increase is negligible, but now it does enjoy all the collaboration with the General Directorate of Legal Security and Public Faith and material incentives to do so:

“The management and decision proposal on the
Sanctioning files for non-compliance with the duty of deposit
of accounts to the competent mercantile registrars by reason of the
domicile of the obligor. The tariffs to be received as a settlement award
due to the management entrustment for the sanction for lack of deposit
of accounts will be those established in the agreed entrustment
between the Institute of Accounting and Audit of Accounts and the Directorate
General of Legal Security and Public Faith”.

Regardless of the legal reasoning and complex interpretations reached after reflecting on the duty to deposit the CCA, the truth is that, unfortunately, this matter is paradigmatic of the scant respect observed by companies for their own duties, trusting in the stillness of the ICAC, so it is not idle to bring up that blunt – or at least, imperative – literary statement that “The law must be like death, which does not except anyone.”

Regardless of the legal reasoning and complex interpretations reached after reflecting on the duty to deposit the CCA, the truth is that, unfortunately, this matter is paradigmatic of the scant respect observed by companies for their own duties, trusting in the stillness of the ICAC, so it is not idle to bring up that blunt – or at least, imperative – literary statement that “The law must be like death, which does not except anyone.” If you have a company and you have not presented the CCAA, you have created fertile ground for you to receive a notification of the initiation of a sanctioning procedure.

Legal department edition.
MITJANS ADVOCATS