Incorporation of an SLU with a single share with a nominal value of one euro
It is possible to incorporate a sole shareholder limited liability company in which the share capital is one euro represented by a single share of
The DGSJFP, in its Resolution of 29 November 2023, decided on the appeal filed regarding the refusal by the Commercial Register to register the annual accounts of a company for the financial year 2022 due to the temporary closure of the register page, due to the failure to file the accounts for the previous financial year.
The issue under discussion, which is important to take into account, is that it is mandatory to file the annual accounts for the financial year in which the company is incorporated, even if the entry in the register or the actual commencement of business occurs in a later financial year.
The time criterion is mainly based on the fact that Article 24 of the Capital Companies Act expressly allows the articles of association to set a commencement of business after the date of incorporation.
In the present case, the company was incorporated on 30 December 2021, coinciding with the commencement of operations by statutory provision, and the obligation to submit the annual accounts of the company arose for that financial year, 2021. However, the Directorate General allows the annual accounts to limit their content to the statement that the company has not carried out any business activity, although the format of such document is not specified.
It is possible to incorporate a sole shareholder limited liability company in which the share capital is one euro represented by a single share of
According to the Directorate General for Legal Certainty and Public Faith (DGSJFP), it is not necessary to provide an explicit certification or declaration on the
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
