Compulsory filing of annual accounts without commencement of business activity by the company

The company is obliged to comply with commercial obligations, including the filing of annual accounts, from the same financial year in which the articles of association establish the commencement of operations, despite not having carried out any economic activity or not being registered in the Commercial Register.

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.

See Resolución de 29 de noviembre de 2023.