Closing of the registry for failure to file annual accounts

For the reopening of the registration sheet of a company for failure to file annual accounts, it is sufficient to file the accounts corresponding to the last three fiscal years for which the effect of closure has occurred.

The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 10, 2024, dismissed the appeal filed against the refusal of the commercial registrar of Murcia to file the annual accounts of a company for the years 2017, 2018, 2019, 2020 and 2021.

In the present case, it was established that the company started operations on December 29, 2016 as stated in its articles of incorporation. The DGSJFP determined that, even if operations began on said date, the accounts for that fiscal year must be formulated and reflected in the 2017 accounts, or failing that, their omission must be adequately justified.

Likewise, the DGSJFP highlighted that the existence of unfavorably qualified 2018 and 2019 accounts prevents the registration of subsequent accounts as long as the previous deficiencies are not remedied.

Finally, the closure of the company’s registration sheet was confirmed due to the failure to deposit the accounts corresponding to fiscal years 2020, 2021 and 2022, in accordance with article 378.1 of the Commercial Registry Regulations (RRM). The reiterated doctrine of the DGSJFP establishes that, in order to enervate the closing of the registry, it is sufficient to deposit the accounts (or proof of non-approval) corresponding to the last three fiscal years affected. Therefore, the reopening of the registry sheet requires only the deposit of the accounts for the last three fiscal years for which the closure has occurred.