We are currently in the midst of the annual accounts filing campaign for the past financial year 2021 and some of our clients have expressed their concern at discovering that the page where their company is registered (hereinafter "the registry page") is closed.
The main consequence of this closure is that the company may not register any acts or documents as long as this situation continues, with a number of exceptions which will be discussed below.
There are two main reasons for the closure of the registration sheet and the solution for each of them will be different:
1. The lack of deposit of ACs
This occurs when one year has elapsed since the end of the financial year without the deposit of the ACs duly approved by the shareholders at the General Meeting or Sole Shareholder Meeting, as the case may be, having been registered.
Following the closure of the registration sheet for this reason, which is, in practice, the most typical cause of closure, the Commercial Registrar will not register any document filed after that date. If the closure is due to the failure to deposit the ACs, only the "acts related to the titles relating to the cessation or resignation of directors, managers, general managers or liquidators; the revocation or renunciation of powers of attorney; the dissolution of the company and appointment of liquidators; and the entries ordered by the judicial or administrative authority" may be registered.
In order to unblock the aforementioned registration sheet when we are faced with this case of failure to deposit, it will be necessary to deposit the outstanding ACs. In several resolutions of the Directorate General of Registries and Notaries (DGRN) it is established that, taking into account the exceptional nature of the sanctioning regulations and the favourable interpretation that must prevail, for the purposes of unblocking the closure of the registry, it is only necessary to deposit the CCAA corresponding to the last three financial years for which the closure has taken effect.
It should be noted that the closure of the register for this reason may entail the corresponding financial penalties for the company, which we have already discussed in previous articles.
2. Provisional deregistration from the Tax Agency's index of entities
This is a register in which companies that have their registered office in the territory are registered. This closure of the register is due to the failure to file the Corporate Income Tax (ISS) for three years and will lead to the company being removed from the aforementioned Index, accompanied by the closure of the register page.
When the registry is closed for this reason, no registration may be made except for "those ordered by the judicial authority and those containing acts that constitute a necessary presupposition for the reopening of the page as well as those relating to the deposit of CCAA".
In order to be able to open it, it is necessary to follow a few steps:
Submit the ISS returns that have not been submitted on time and settle the debt with the State Tax Administration Agency (AEAT).
Submit a letter to the AEAT to proceed with the registration in the index of entities.
The AEAT itself will notify the Mercantile Register of the termination of the deregistration.
The Mercantile Register will proceed to open the registration sheet.
If you have any questions, we remain, as always, at your disposal.