Obligation to keep books and documents in the liquidation of companies

The General Directorate of Legal Certainty and Public Faith (DGSJFP) has, through its decision of 14 January 2025, has confirmed the need to include in the public deed of liquidation the liquidator’s statement regarding his obligation to keep the commercial books and other corporate documentation or, where appropriate, the indication of its non-existence, as required by article 247.5 of the Commercial Registry Regulations (RRM).

In the deed subject to qualification, the resolutions adopted unanimously at the company’s universal general meeting were notarised, relating to the approval of the liquidation balance sheet, the detailed report of the court-appointed liquidator on the operations carried out and the proposal for the distribution of the resulting assets among the partners. However, the registrar of companies refused to register the deed, arguing that there was no express reference to the obligation to keep documents, as required by current legislation.

The registrar based his decision on the fact that article 396 of the Capital Companies Act (LSC) establishes that, in order to cancel the registry entries, it is necessary to present not only the deed of extinction of the company, but also to proceed to deposit the books and documents of the extinct company in the Mercantile Registry. Alternatively, the liquidator must declare his/her commitment to keep them for the legally established period of six years, starting from the cancellation entry, as provided in Article 30 of the Commercial Code.

The DGSJFP confirmed the registry qualification and dismissed the appeal, reiterating that the duty to keep commercial registers is an essential obligation to guarantee legal certainty and adequate registry publicity. In this sense, the Instruction of 12 February 2002 establishes that the deposit of these documents must be done electronically when they have not been legalised in a timely manner.

This resolution reiterates the importance of strictly complying with the formal requirements in the liquidation and extinction procedures of companies, thus avoiding defects that may hinder their correct registration in the Commercial Registry.