Fines imposed by the ICAC (Spanish Accounting and Auditing Institute) to companies infringing the obligation to file the annual accounts amount in aggregate to 852,283 euros in 2021
The ICAC carried out a total of 165 disciplinary investigations in 2021, fines averaging 5,165 euros per review.
Penalties for companies failing to file their annual accounts with the Commercial Registry are set out in Article 283 of the Spanish Companies Act, approved by Royal Legislative Decree 1/2010, of July 2nd.
In 2021, Royal Decree 2/2021, of January 12th, introduced significant modifications on the sanctioning regime, including the possibility of entrusting the Commercial Registries the management of the disciplinary files, while setting up collaboration mechanisms between the ICAC and the General Directorate of Legal Security and Public Trust (Dirección General de Seguridad Jurídica y Fe Pública) to make the sanctions effective.
Consequently, in 2021, for the first time, the ICAC received from the Commercial Registries the list of non-compliant companies with respect to the financial year 2019. Additionally, the ICAC highlighted that 95% of the non-compliant companies were inactive,
It is likely that pressure upon non-compliant companies is likely to increase in the forthcoming years.
A non-compliant company is defined as a company that has failed to submit its annual accounts in the Commercial Registry in the term of one month from the date they were approved by the General Shareholders’ Meeting, which must be held within six months upon the end of the financial year.
The most significant consequences of falling to file the annual accounts are:
- Fines ranging from 1,200 to 60,000 euros. In the case of companies with a turnover exceeding 6,000,000 euros, the fines amount is raised to 300,000 euros per year of delay; and
- Blocking access to the Commercial Registry to any infringing company corporate resolutions such as change of registered office, capital increase, appointment or removal of directors or deciding on their remuneration, etc.) Therefore, preventing the ordinary course of the company.
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Commercial and Corporate Department
+ 34 933 808 255
info.barcelona@ecija.com