The impossibility to reformulate annual accounts after their approval

The reform of annual accounts is only possible prior to their approval by the shareholders’ meeting, and in the event of subsequent errors, these must be reflected in the year in which they are detected. Case law and the criteria of the ICAC have made it clear that it is impossible to restate accounts that have already been approved, consolidating an accounting practice that respects transparency and rigour in the financial reporting of companies.

Ruling 845/2024 of 26 July of the Barcelona Provincial Court addressed the issue of whether the annual accounts of a company can be rectified once they have already been approved by the general meeting and deposited with the Mercantile Register, if accounting errors are detected. The ruling clarifies the impossibility of reformulating the accounts in such circumstances and highlights the alternative mechanisms for correcting these errors.

The ruling emphasises that accounting errors from previous years should not be corrected by cancelling the already approved accounts. Instead, such errors should be reflected in the accounts of the year in which they are discovered. This position is in line with accounting and valuation standard 22 of the Spanish General Chart of Accounts (PGC), which states that errors should be corrected in the year in which they are discovered, without the need to restate accounts already approved. In accordance with this rule, the correction must be recorded in reserves, affecting the accumulated results of the current year.

Article 38.c) of the Commercial Code regulates the restatement of annual accounts only before the general meeting approves them. This article allows restatement only in exceptional situations, such as when it is necessary to maintain a true and fair view of the company. However, once approved, the possibility of restatement is extinguished, and any subsequent rectification must be dealt with within the accounting year in which the error is detected.

Furthermore, the Supreme Court has issued similar rulings, such as in Rulings 1258/2021 and 109/2022, where it reaffirms the inadmissibility of the reformulation of accounts once they have been approved, which reinforces the definitive nature of the approval by the shareholders’ meeting.