Obligation to disclose related party transactions in the notes to the financial statements

Failure to indicate the existence of related party transactions in the notes to the financial statements renders the resolution approving the annual accounts of a company null and void

In ruling 512/2023 of 14 July 2023, the Madrid Provincial Court annulled the resolution approving the annual accounts on the grounds that they did not reflect a true and fair view of the company, because the notes to the financial statements stated that there were no transactions with related parties, when in fact there were.

In this case, the transactions involved loans taken out with financial institutions, as well as the leasing of real estate, carried out with related parties, although the company’s corporate purpose consisted of businesses related to IT and telecommunications. These transactions out of the activity that is its corporate purpose have an impact on the financial situation, the results and the true and fair view of the company’s assets.

However, the Provincial Court also warns that it is not necessary to report transactions that are part of the ordinary course of business of the company, under normal market conditions, of little quantitative importance and which are not relevant to the true and fair view of the company’s assets, financial situation and results.

The relevance in the ordinary course of business is fundamental for the determination of the true and fair view, which are those activities that correspond to its corporate purpose, while the qualitative relevance of the information refers to transactions with natural or legal persons related to the company.

See Sentencia 512/2023 del 14 de julio de 2023.