The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 9, 2024, addresses this issue in response to the rejection by a commercial registrar of the filing of accounts due to the handwritten signature of the joint and several administrator on the certification of the minutes of the meeting. The registrar argued that, since the administrator had an electronic ID card, the signature should be electronic. However, the DGSJFP rejected this qualification, confirming the validity of the handwritten signature even in telematic presentations.
The DGSJFP based its analysis on articles 279 and 280 of the Capital Companies Act (LSC), which regulate the documents required for the filing of accounts and the scope of the registry qualification. According to these regulations, the registry must verify that the certification has been subscribed by a registered administrator with powers to do so, without imposing additional restrictions on the type of signature.
In addition, Annex II of the annual accounts forms details the filing modalities, distinguishing between physical and telematic options. For the latter, although the use of qualified electronic signature is contemplated, it is not established as mandatory.
The DGSJFP stressed that having an electronic ID does not guarantee the possibility of signing electronically, since this requires hardware (computer and card reader) and specific software, the availability of which cannot be automatically presumed. Furthermore, requiring electronic signatures from Spanish administrators would be discriminatory with respect to those of other nationalities who do not have an electronic ID. Finally, since the reform of the LSC by Law 25/2011, the regulations have sought to reduce administrative burdens for companies, eliminating the need for notarial authentication of the signature of the administrators in matters of annual accounts.
In this sense, the DGSJFP establishes that, in the filing of deposits of annual accounts, the electronically signed certification must be admitted even in physical filings, even if the models mention only the autograph signature. Likewise, for telematic filing, the use of autographic signature is allowed without the need to prove the lack of electronic signature.
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