Capital Companies Act · 07

Annual accounts

Title VII, articles 253 to 284: the three-month deadline for drawing up the accounts, the thresholds that allow abridged formats and remove the audit, how the result may and may not be distributed, the one-month deadline for filing at the registry, and what happens to a company that misses it.

Unofficial English translation from the Spanish by Voixa Consultors S.L. Alexander Baranov is responsible for the translation. Source: Real Decreto Legislativo 1/2010, consolidated text of the Capital Companies Act, BOE-A-2010-10544 ↗. Check wording, figures, dates and legal effect against the Spanish original before relying on this reading. Source snapshot: 5 November 2026. The whole of Title VII is reproduced here, including the twenty-one disclosures required in the annual report, because every one of them is a question the person preparing a Spanish company’s accounts has to answer.

The year, end to end

For a company whose financial year ends on 31 December, the Act sets three deadlines that run into one another. The administrators must draw up the accounts within three months of the year end, by article 253 below — so by 31 March. The ordinary general meeting must approve them within the first six months of the year, by article 164 on the general meeting page — so by 30 June. And the accounts must be filed at the Commercial Registry within one month of approval, by article 279 — so by 31 July at the latest. Missing the last of those closes the registry to the company under article 282 and exposes it to the fine in article 283.

Chapter I. General provisions

Article 253. Drawing up the accounts

1. The administrators of the company are obliged to draw up, within a maximum period of three months from the close of the financial year, the annual accounts, the management report, which shall include, where applicable, the non-financial information statement, and the proposal for the application of the result, as well as, where appropriate, the consolidated accounts and consolidated management report.

2. The annual accounts and the management report, including, where applicable, the non-financial information statement, must be signed by all the administrators. If the signature of any of them is missing, this shall be noted on each of the documents in which it is missing, with express indication of the reason.

A missing signature is recorded, not excused. Paragraph 2 does not allow a director to opt out of the accounts by declining to sign: the absence is noted on the document, with the reason, and the accounts go forward. A director who disagrees with the accounts should expect that disagreement to be visible at the registry.

Article 254. Content of the annual accounts

1. The annual accounts shall comprise the balance sheet, the profit and loss account, a statement reflecting the changes in equity for the year, a cash flow statement and the annual report.

2. These documents, which form a single whole, must be drafted with clarity and give a true and fair view of the assets, the financial position and the results of the company, in accordance with this Act and with the provisions of the Commercial Code.

3. The structure and content of the documents making up the annual accounts shall conform to the models approved by regulation.

Article 255. Separation of items

1. In the documents making up the annual accounts, the items provided for in the models approved by regulation must appear separately, in the order indicated in them.

2. A more detailed subdivision of these items may be made, provided that the structure of the established schemes is respected.

New items may likewise be added to the extent that their content is not comprised in any of those already provided for in those schemes.

Article 256. Grouping of items

Certain items of the documents making up the annual accounts may be grouped where they represent only an immaterial amount for the purpose of giving a true and fair view of the assets, the financial position and the results of the company, or where clarity is thereby served, provided that the grouped items are presented separately in the annual report.

Article 257. Abridged balance sheet and statement of changes in equity

1. Companies which, for two consecutive years, meet at the closing date of each of them at least two of the following conditions may draw up an abridged balance sheet and an abridged statement of changes in equity:

a) That total assets do not exceed four million euros.

b) That net annual turnover does not exceed eight million euros.

c) That the average number of employees during the year is not more than fifty.

Companies shall lose this facility if they cease to meet, for two consecutive years, two of the conditions referred to in the preceding paragraph.

2. In the first financial year following their incorporation, transformation or merger, companies may draw up an abridged balance sheet and statement of changes in equity if they meet, at the close of that year, at least two of the three conditions set out in the preceding paragraph.

3. Where the balance sheet may be drawn up in abridged form, the statement of changes in equity and the cash flow statement shall not be mandatory.

A new company qualifies on its first year alone. The two-consecutive-years test in paragraph 1 cannot be met by a company that has only existed for one, so paragraph 2 lets it look at that single year. In practice a newly formed S.L. files abridged accounts from the start, and paragraph 3 then removes the statement of changes in equity and the cash flow statement entirely.

Article 258. Abridged profit and loss account

1. Companies which, for two consecutive years, meet at the closing date of each of them at least two of the following conditions may draw up an abridged profit and loss account:

a) That total assets do not exceed eleven million four hundred thousand euros.

b) That net annual turnover does not exceed twenty-two million eight hundred thousand euros.

c) That the average number of employees during the year is not more than two hundred and fifty.

Companies shall lose the facility to draw up an abridged profit and loss account if they cease to meet, for two consecutive years, two of the conditions referred to in the preceding paragraph.

2. In the first financial year following their incorporation, transformation or merger, companies may draw up an abridged profit and loss account if they meet, at the close of that year, at least two of the three conditions set out in the preceding paragraph.

Three sets of thresholds, three different consequences. Article 257 governs the abridged balance sheet, article 258 the abridged profit and loss account, and article 263 below the audit — and all three use different figures. A company can be above one and below another. The lowest set, and so the one that matters most to a small company, is the audit test in article 263.2: assets of 2,850,000 euros, turnover of 5,700,000 euros, fifty employees.

Chapter II. The annual report

Article 259. Purpose of the annual report

The annual report shall complete, expand upon and comment on the content of the other documents making up the annual accounts.

Article 260. Content of the annual report

The annual report must contain, in addition to the disclosures specifically provided for by the Commercial Code, by this Act and by the corresponding implementing regulations, at least the following:

First. The valuation criteria applied to the various items of the annual accounts and the methods of calculating value adjustments.

For items contained in the annual accounts which are currently, or were originally, expressed in a currency other than the euro, the procedure used to calculate the exchange rate into euros shall be stated.

Second. The name, registered office and legal form of the companies in which the company is a general partner, or in which it holds, directly or indirectly, a percentage of not less than twenty per cent of their capital, or in which, without reaching that percentage, it exercises significant influence.

The interest in the capital and the percentage of voting rights shall be stated, together with the amount of the equity of those companies for the latest financial year.

Third. Where there are unequal quotas or shares, the content of each of them, and where there are several classes of shares, the number and nominal value of those belonging to each class and the content of the rights pertaining to each class.

Fourth. The existence of participation bonds, founder bonds, convertible debentures and similar securities or rights, stating their number and the extent of the rights they confer.

Fifth. The number and nominal value of the shares subscribed during the year within the limits of an authorised capital, together with the amount of the acquisitions and disposals of own shares or quotas, and of the shares or quotas of the parent company.

Sixth. The amount of the company’s debts whose residual term exceeds five years, together with that of all debts secured by a charge over assets, stating its form and nature.

These disclosures shall appear separately for each of the items relating to debts.

Seventh.

a) The overall amount of the guarantees given to third parties, without prejudice to their recognition within the liabilities on the balance sheet where it is probable that the effective performance of an obligation will follow from them.

Existing pension commitments and those relating to group companies must be mentioned with due clarity and separation.

b) The nature and business purpose of the company’s arrangements that do not appear on the balance sheet, together with their financial impact, provided that this information is significant and necessary for determining the company’s financial position.

c) Significant transactions between the company and third parties related to it, stating the nature of the relationship, the amount and any other information about the transactions that is necessary for determining the company’s financial position.

Eighth.

a) Any difference that may arise between the calculation of the accounting result for the year and the result that would follow from valuing the items on tax criteria, where these do not coincide with the mandatory accounting principles. Where such valuation has a substantial influence on the future tax burden, disclosures shall be given in that regard.

b) The difference between the tax burden charged to the year and to previous years, and the tax burden already paid or payable for those years, to the extent that this difference is of real interest with regard to the future tax burden.

Ninth. The breakdown of the net turnover corresponding to the company’s ordinary activities, by categories of activity and by geographical markets, to the extent that, from the point of view of the organisation of the sale of products and the supply of services or other income corresponding to the company’s ordinary activities, those categories and markets differ considerably from one another. Companies which may draw up an abridged profit and loss account may omit these disclosures.

Tenth. The average number of persons employed during the year, broken down by category, together with the staff costs relating to the year, separating the amounts for wages and salaries from those for social charges, with a separate mention of those covering pensions where these are not so recorded in the profit and loss account.

The breakdown by sex at the year end of the company’s staff, broken down into a sufficient number of categories and levels, among which senior management and directors shall appear.

The average number of persons employed during the year with a disability equal to or greater than thirty-three per cent, stating the categories to which they belong.

Eleventh. The amount of salaries, allowances and remuneration of any kind accrued during the year by senior management personnel and by the members of the administrative body, whatever its cause, together with the obligations assumed in respect of pensions or the payment of life or civil liability insurance premiums in respect of former and current members of the administrative body and senior management personnel. Where the members of the administrative body are legal persons, the foregoing requirements shall refer to the natural persons who represent them.

This information may be given on an aggregate basis by remuneration item.

Where the company has paid, in whole or in part, the civil liability insurance premium of all the administrators or of any of them for damage caused by acts or omissions in the performance of the office, this shall be expressly stated in the annual report, with an indication of the amount of the premium.

Twelfth. The amount of advances and credits granted to each of the members of the administrative bodies and to senior management personnel, stating the interest rate, their essential characteristics and any amounts repaid, together with the obligations assumed on their behalf by way of guarantee. Where the members of the administrative body are legal persons, the foregoing requirements shall refer to the natural persons who represent them.

This information may be given on an aggregate basis for each category.

Thirteenth. The amount, broken down by item, of the fees for the audit of accounts and other services provided by the auditor, together with those corresponding to persons or entities related to the auditor.

Fourteenth. The movements in the various items of non-current assets.

Fifteenth.

a) Where financial instruments have been measured at fair value, the following shall be stated: the principal assumptions on which the valuation models and techniques are based; the changes in value recorded in the profit and loss account for each category of financial instrument and, in the case of derivative financial instruments, their nature and principal conditions as to amount and timing, and the movements in the fair value reserve during the year.

b) Where financial instruments have not been measured at fair value, the fair value for each class shall be stated on the terms and under the conditions provided for in the General Accounting Plan.

Sixteenth. The conclusion, modification or early termination of any contract between a commercial company and any of its members or administrators, or a person acting on their behalf, where the transaction falls outside the company’s ordinary business or is not carried out on normal terms.

Seventeenth. The name and registered office of the company that draws up the consolidated financial statements of the group to which the company belongs, and the Commercial Registry where the consolidated annual accounts are filed or, where applicable, the circumstances exempting it from the obligation to consolidate.

Eighteenth. Where the company is the one with the largest assets among the companies domiciled in Spain subject to a single decision-making unit, because they are controlled by any means by one or more natural or legal persons not obliged to consolidate who act jointly, or because they are under single management by agreements or clauses in their articles, it must include a description of those companies, stating the reason why they are under a single decision-making unit, and shall report the aggregate amount of the assets, liabilities, equity, turnover and result of all those companies.

The company with the largest assets means the company which, at the time of its incorporation into the decision-making unit, shows the largest figure in total assets on the balance sheet model.

The remaining companies subject to a decision-making unit shall state in the annual report to their annual accounts the decision-making unit to which they belong and the Commercial Registry where the annual accounts of the company containing the information required in the first paragraph of this disclosure are filed.

Nineteenth. The amount and nature of the income or expense items whose amount or incidence is exceptional.

Twentieth. The proposal for the application of the result.

Twenty-first. The nature and financial consequences of circumstances of relative significance occurring after the balance sheet date which are not reflected in the profit and loss account or on the balance sheet, and the financial effect of those circumstances.

Disclosures eleven, twelve and sixteen are about the director personally. Whatever a director is paid, whatever the company has advanced or lent them, whatever it has guaranteed on their behalf, and any contract between the company and a member or administrator outside ordinary business, all go into the annual report — and the annual report is filed at the registry, where anyone can read it under article 281. Disclosure sixteen is also the accounting counterpart of the conflict rules in articles 229 and 230 on the administrators page.

Article 261. Abridged annual report

Companies which may draw up an abridged balance sheet may omit from the annual report the disclosures determined by regulation.

In every case the information required in disclosures one, five, six, ten as regards the average number of persons employed during the year, and fourteen, fifteen, nineteen and twenty-one must be supplied.

In addition, the annual report must state in aggregate terms the data referred to in disclosures seven and twelve of that article, together with the name and registered office of the company drawing up the consolidated financial statements of the smallest group of undertakings included in the group to which the undertaking belongs.

The abridged report is not a short note. Article 261 still requires eight of the twenty-one disclosures in full, and two more in aggregate — including disclosure twelve, on advances and credits to directors. Even the smallest S.L. has to account for what it has lent its own administrators.

Chapter III. The management report

Article 262. Content of the management report

1. The management report must contain a fair review of the development of the business and of the company’s position, together with a description of the principal risks and uncertainties it faces.

The review shall consist of a balanced and comprehensive analysis of the development and results of the business and of the company’s position, having regard to its size and complexity.

To the extent necessary for an understanding of the development, the results or the position of the company, this analysis shall include both key financial indicators and, where appropriate, non-financial indicators that are relevant to the particular business activity, including information on environmental matters, on personnel and on compliance with the rules on equality, non-discrimination and disability. Companies qualifying as small and medium-sized undertakings under Directive 34/2013 are excepted from the obligation to include non-financial information.

In providing this analysis, the management report shall include, where appropriate, references and additional explanations concerning the amounts set out in the annual accounts.

Companies that may not present an abridged profit and loss account must state in the management report the average payment period to their suppliers; where that average period exceeds the maximum established by the legislation on late payment, the measures to be applied in the following year to reduce it to that maximum must also be stated.

2. It shall likewise report on important events for the company occurring after the close of the year, its foreseeable development, research and development activities and, on the terms laid down in this Act, acquisitions of own shares.

3. Companies drawing up an abridged balance sheet and statement of changes in equity shall not be obliged to prepare the management report. In that case, if the company has acquired its own shares or shares in its parent company, it must include in the annual report, as a minimum, the disclosures required by letter d) of article 148.

4. As regards the use of financial instruments by the company, and where relevant to the assessment of its assets, liabilities, financial position and results, the management report shall include the following:

a) The company’s financial risk management objectives and policies, including the policy applied to hedge each significant type of forecast transaction for which hedge accounting is used.

b) The company’s exposure to price risk, credit risk, liquidity risk and cash flow risk.

5. Capital companies must include in the management report a non-financial information statement, or prepare a separate report with the same content as that provided for consolidated accounts by article 49, paragraphs 5, 6 and 7, of the Commercial Code, although referring exclusively to the company in question, provided that the following requirements are met in its case:

a) That the average number of employees during the year exceeds 500.

b) That it either qualifies as a public interest entity under the legislation on the audit of accounts, or, for two consecutive years, meets at the closing date of each of them at least two of the following conditions:

1.º That total assets exceed 20,000,000 euros.

2.º That net annual turnover exceeds 40,000,000 euros.

3.º That the average number of employees during the year exceeds two hundred and fifty.

Companies shall cease to be obliged to prepare the non-financial information statement if they cease to meet, for two consecutive years, any of the requirements established above.

In the first two financial years following its incorporation, a company shall be obliged to prepare the non-financial information statement where, at the close of the first year, at least two of the three conditions mentioned in letter b) are met, provided that at the close of the year the requirement in letter a) is also met.

A company that is a subsidiary within a group shall be exempt from the obligation established in this paragraph if that undertaking and its own subsidiaries, if any, are themselves included in the consolidated management report of another undertaking prepared in accordance with the content established in this article. If a company relies on that option, it must include in the management report a reference to the identity of the parent company and to the Commercial Registry or other public office where its accounts, together with the consolidated management report, must be filed or, where it is not obliged to file its accounts at any public office, or has opted to prepare the separate report, as to where the parent company’s consolidated information is available or may be accessed.

6. The information contained in the management report shall in no case justify its absence from the annual accounts where that information must be included in them in accordance with this Title and the provisions implementing it.

Most Spanish limited companies file no management report at all. Paragraph 3 exempts any company entitled to the abridged balance sheet under article 257, which covers the great majority of S.L. companies. The non-financial information statement in paragraph 5 starts at 500 employees, so it is not a small company’s concern either.

Chapter IV. Verification of the annual accounts

Article 263. Auditor

1. The annual accounts and, where applicable, the management report must be reviewed by an auditor.

2. Companies which, for two consecutive years, meet at the closing date of each of them at least two of the following conditions are excepted from this obligation:

a) That total assets do not exceed two million eight hundred and fifty thousand euros.

b) That net annual turnover does not exceed five million seven hundred thousand euros.

c) That the average number of employees during the year is not more than fifty.

Companies shall lose this facility if they cease to meet, for two consecutive years, two of the conditions referred to in the preceding paragraph.

3. In the first financial year following their incorporation, transformation or merger, companies are excepted from the obligation to be audited if they meet, at the close of that year, at least two of the three conditions set out in the preceding paragraph.

Two of the three, for two years running. The exemption is lost by exceeding two of the thresholds in two consecutive years — not by exceeding one of them once. A company that crosses the turnover figure in a single strong year, with assets and headcount below the limits, remains exempt.

Article 264. Appointment by the general meeting

1. The person who is to carry out the audit of the accounts shall be appointed by the general meeting before the end of the year to be audited, for an initial period which may not be less than three years nor more than nine, counted from the date on which the first year to be audited begins, without prejudice to the provisions of the legislation governing audit activity as to the possibility of extension and the duration of engagements in relation to companies qualifying as public interest entities.

2. The meeting may designate one or more natural or legal persons who shall act jointly. Where those designated are natural persons, the meeting must appoint as many alternates as there are principal auditors.

3. The general meeting may not revoke the auditor’s appointment before the end of the initial period for which the auditor was appointed, or before the end of each of the engagements for which the auditor was contracted once the initial period has ended, unless there is just cause.

4. Any contractual clause limiting the appointment to particular categories or lists of statutory auditors or audit firms shall be void.

Appoint before the year starts, and for at least three years. Paragraph 1 requires the appointment to be made before the end of the year to be audited, for a minimum of three years — so a company that becomes subject to audit cannot wait until the accounts are being prepared to look for an auditor. And under paragraph 3 the company cannot then dismiss that auditor early without just cause.

Article 265. Competence to appoint an auditor

1. Where the general meeting has not appointed the auditor before the end of the year to be audited, being obliged to do so, or where the person appointed does not accept the office or is unable to perform their functions, the administrators and any member may apply to the commercial registrar of the registered office for the designation of the person or persons who are to carry out the audit.

In public limited companies, the application may also be made by the commissioner of the debenture holders’ syndicate.

2. In companies that are not obliged to submit their annual accounts to verification by an auditor, members representing at least five per cent of the share capital may apply to the commercial registrar of the registered office for the appointment, at the company’s expense, of an auditor to carry out the review of the annual accounts for a given year, provided that three months have not elapsed from the closing date of that year.

3. The application for the appointment of an auditor and the designation shall be made in accordance with the provisions of the Commercial Registry Regulations. Before accepting the appointment, the auditor must assess the effective performance of the engagement in accordance with the provisions of the legislation governing audit activity.

Paragraph 2 is the provision a minority member actually uses. Five per cent of the capital can force an audit on an exempt company, at the company’s cost, by applying to the registrar — and the window is three months from the year end, not from the meeting. For a 31 December year end that means an application by 31 March. A majority holder who expects a dispute with a minority should assume this will be used.

Article 266. Revocation of the auditor

1. Where just cause exists, the administrators of the company and the persons entitled to apply for the appointment of an auditor may ask the judicial Clerk or the commercial Registrar to revoke the auditor they appointed, or the one designated by the general meeting, and to appoint another.

2. An application addressed to the commercial Registrar shall be processed in accordance with the provisions of the Commercial Registry Regulations.

If revocation is sought before the judicial Clerk, the procedure established in the legislation on voluntary jurisdiction shall be followed.

3. The decision given on the revocation of the auditor may be appealed to the Commercial Court.

In addition, in the case of public interest entities, shareholders representing 5 per cent or more of the voting rights or of the capital, the Audit Committee or the Accounting and Audit Institute may apply to the court for the revocation of the auditor or auditors, or of the audit firm or firms designated by the General Meeting or by the Commercial Registry, and for the appointment of another or others, where just cause exists.

Article 267. Remuneration of the auditor

1. The remuneration of auditors shall be fixed in accordance with the provisions of the Audit of Accounts Act.

2. For performing that function the auditor may not receive any other remuneration or advantage from the audited company.

3. Where an auditor is appointed by the commercial registrar, the registrar shall, on making the appointment, fix the remuneration to be received by the auditor for the whole period for which the office is to be held or, at the least, the criteria for calculating it. Before accepting the engagement, and for the purpose of its registration at the Commercial Registry, the corresponding fees must be agreed. Auditors may request appropriate security or an advance of funds on account of their fees before beginning to perform their functions.

Article 268. Object of the audit

The auditor shall verify whether the annual accounts give a true and fair view of the assets, the financial position and the results of the company, and also, where applicable, whether the management report is consistent with the annual accounts for the year.

Article 269. The auditor’s report

Auditors shall issue a detailed report on the outcome of their work in accordance with the legislation governing audit activity.

Article 270. Period for issuing the report

1. The auditor shall have a period of at least one month, from the time the accounts signed by the administrators are delivered to them, in which to present their report.

2. If, once the audit report on the initial accounts has been signed and delivered, the administrators are obliged to redraw the annual accounts, the auditor must issue a new report on the redrawn accounts.

The auditor’s month comes out of the company’s six. The accounts have to be signed and handed to the auditor, who then has a minimum month before the report is due, and only then can the meeting approve them within the six-month deadline. A company subject to audit that drafts its accounts in late May has already run out of time.

Article 271. Corporate liability action. Standing

Standing to hold the auditor liable to the company shall be governed by the provisions applying to the company’s administrators.

Chapter V. Approval of the accounts

Article 272. Approval of the accounts

1. The annual accounts shall be approved by the general meeting.

2. From the convening of the general meeting, any member may obtain from the company, immediately and free of charge, the documents to be submitted for its approval, together with, where applicable, the management report and the auditor’s report.

The notice of meeting shall make mention of this right.

3. Unless the articles of association provide otherwise, during that same period the member or members of a limited liability company representing at least five per cent of the capital may examine at the registered office, by themselves or together with an accountant, the documents supporting and underlying the annual accounts.

The provisions of the preceding paragraph neither prevent nor limit the right of the minority to have an auditor appointed at the company’s expense.

The notice itself has to mention the right in paragraph 2. A notice convening the ordinary meeting that omits the statement that members may obtain the accounts free of charge is defective, and the resolution approving the accounts is open to challenge on that ground. See the rules on notice in articles 173 to 177 on the general meeting page.

Paragraph 3 goes beyond the accounts to the books behind them. Five per cent of an S.L. may examine the supporting documents at the registered office, with an accountant of their choosing — unless the articles exclude it, which is one of the few places where this chapter can be varied.

Article 273. Application of the result

1. The general meeting shall resolve on the application of the result for the year in accordance with the approved balance sheet.

2. Once the provisions required by law or by the articles of association have been covered, dividends may be distributed out of the profit for the year, or out of freely available reserves, only if the value of the equity is not, or does not as a result of the distribution become, lower than the share capital. For these purposes, profits recognised directly in equity may not be distributed, either directly or indirectly.

If there were losses from previous years making the value of the company’s equity lower than the figure of the share capital, the profit shall be applied to offsetting those losses.

3. Any distribution of profits is likewise prohibited unless the amount of the available reserves is at least equal to the amount of the research and development expenditure appearing in the assets on the balance sheet.

4. (Repealed)

A profitable year does not by itself allow a dividend. Where accumulated losses have taken equity below the capital figure, the third sub-paragraph of paragraph 2 directs the profit to covering those losses first. A company that lost money in its early years has to work through that deficit before anything can be paid out, whatever this year’s result.

Article 274. Legal reserve

1. In every case, a figure equal to ten per cent of the profit for the year shall be applied to the legal reserve until it reaches at least twenty per cent of the share capital.

2. While it does not exceed that limit, the legal reserve may be applied only to offsetting losses, and only where there are no other available reserves sufficient for that purpose.

For a one-euro company the legal reserve is twenty cents. The reserve is set at a percentage of capital, not of profit, so a company incorporated with the minimum capital reaches the cap almost immediately. Note that this is separate from the twenty per cent of profit that article 4 bis requires such a company to set aside, which is covered on the capital page.

Article 275. Distribution of dividends

1. In the limited liability company, unless the articles of association provide otherwise, the distribution of dividends to the members shall be made in proportion to their interest in the share capital.

2. In the public limited company, the distribution of dividends to ordinary shares shall be made in proportion to the capital paid up on them.

Article 276. Time and manner of payment of the dividend

1. The general meeting shall determine, in the resolution distributing dividends, the time and manner of payment.

2. In the absence of any determination on those points, the dividend shall be payable at the registered office from the day following that of the resolution.

3. The maximum period for paying the dividends in full shall be twelve months from the date of the general meeting’s resolution to distribute them.

Article 277. Interim dividends

The distribution among the members of amounts on account of dividends may be resolved only by the general meeting or by the administrators, under the following conditions:

a) The administrators shall draw up an accounting statement showing that there is sufficient liquidity for the distribution. That statement shall subsequently be included in the annual report.

b) The amount to be distributed may not exceed the amount of the results obtained since the end of the last financial year, after deducting losses from previous years, the amounts to be applied to reserves that are mandatory by law or under the articles of association, and the estimate of the tax payable on those results.

Administrators may declare an interim dividend themselves — on two conditions. Article 277 is one of the few places where the administrative body may put money into members’ hands without a resolution of the meeting, but it requires a written liquidity statement, which then goes into the annual report, and a ceiling calculated after prior losses, mandatory reserves and the tax on the result. Paying an interim dividend without that statement exposes the administrators under article 236 and the members under article 278.

Article 278. Restitution of dividends

Any distribution of dividends or of amounts on account of dividends contrary to the provisions of this Act must be restored by the members who received them, together with statutory interest, where the company proves that the recipients knew of the irregularity of the distribution or that, having regard to the circumstances, they could not have been unaware of it.

A member who is also the director cannot claim ignorance. The money comes back only where the company can show the recipient knew, or could not have been unaware. In the common Spanish case — a sole member who is also the sole administrator — that test answers itself.

Chapter VI. Filing and publicity of the annual accounts

Article 279. Filing of the accounts

1. Within the month following the approval of the annual accounts, the administrators of the company shall present, for filing at the Commercial Registry of the registered office, a certificate of the resolutions of the members’ meeting approving those accounts, duly signed, and applying the result, together with, where applicable, the consolidated accounts, to which a copy of each of them shall be attached. The administrators shall also present the management report, which shall include, where applicable, the non-financial information statement, and the auditor’s report, where the company is obliged to be audited by a legal provision or where an audit has been agreed at the request of the minority or voluntarily and the appointment of the auditor has been registered at the Commercial Registry.

2. If any one or more of the documents making up the annual accounts have been drawn up in abridged form, this shall be stated in the certificate, with an expression of the reason.

Article 280. Examination by the registrar

1. Within fifteen days following the date of the entry of presentation, the Registrar shall determine, under their own responsibility, whether the documents presented are those required by law, whether they have been duly approved by the general meeting and whether the required signatures are present. If no defects are found, the Registrar shall treat the filing as effected, making the corresponding entry in the accounts filing book and on the page corresponding to the filing company. Otherwise, the Registrar shall proceed in accordance with the provisions on defective instruments.

2. The Commercial Registry must keep the documents filed for a period of six years.

Article 281. Publicity of the filing

Any person may obtain information from the Commercial Registry on all the documents filed.

“Any person” means any person. Spanish company accounts are not a private filing: once lodged, the balance sheet, the annual report and its disclosures about directors’ pay, loans and related-party contracts can be obtained by a competitor, a customer or a counterparty for a few euros.

Article 282. Closure of the registry

1. Failure by the administrative body to comply with the obligation to file, within the period established, the documents referred to in this chapter shall mean that no instrument relating to the company is registered at the Commercial Registry while the failure persists.

2. Instruments relating to the removal or resignation of administrators, managers, general managers or liquidators, and to the revocation of or renunciation of powers of attorney, as well as to the dissolution of the company and the appointment of liquidators, and entries ordered by a judicial or administrative authority, are excepted.

Closure stops the company’s ordinary life at the registry. While the accounts are unfiled, nothing can be registered: no change of registered office, no capital increase, no change of articles, no new administrator. Paragraph 2 leaves open only the exits — a director may still resign, powers may still be revoked, the company may still be dissolved. Banks and counterparties checking the registry see the default.

Article 283. Penalty regime

1. Failure by the administrative body to comply with the obligation to file, within the period established, the documents referred to in this chapter shall also give rise to the imposition on the company of a fine of between 1,200 and 60,000 euros by the Accounting and Audit Institute, following the instruction of proceedings in accordance with the procedure established by regulation, in accordance with the provisions of the Act on the Legal Regime of Public Administrations and the Common Administrative Procedure.

Where the company or, where applicable, the group of companies has an annual turnover exceeding 6,000,000 euros, the ceiling of the fine for each year of delay shall be raised to 300,000 euros.

2. The penalty to be imposed shall be determined having regard to the size of the company, by reference to the total amount of its assets and its sales figure, both referring to the latest year declared to the tax authorities. These data must be provided to the investigating officer by the company; failure to do so shall be taken into account for the purpose of determining the penalty. Where those data are not available, the amount of the penalty shall be fixed in accordance with the company’s share capital figure, which shall be requested from the corresponding Commercial Registry for that purpose.

3. Where the documents referred to in this chapter have been filed before the penalty proceedings were commenced, the penalty shall be imposed at its minimum level and reduced by fifty per cent.

4. The infringements referred to in this article shall become time-barred after three years.

Filing late is far better than not filing. Paragraph 3 reduces the fine to its minimum level and then halves it where the accounts are filed before proceedings start. The fine is also imposed per year of delay, and it falls on the company, while the registry closure in article 282 falls on everything the company needs to do.

Article 284. Publication

Where the documents filed at the Commercial Registry are published, it must be stated whether the publication is full or abridged. In the first case the text of the documents filed at the Commercial Registry must be faithfully reproduced, always including the auditors’ report in full. In the second case, reference shall be made to the office of the Commercial Registry where the documents were filed. The audit report may be omitted from that publication, but it shall be stated whether or not it was issued with qualifications.

Where this sits

The last page in this series covers Title X, on dissolution and liquidation: the grounds that oblige a company to dissolve, the two-month deadline the administrators have once one of them appears, and the joint liability for company debts that follows from letting that deadline pass.

Nothing here is advice on your own position, and this reading is not the official text. Spain publishes no official English version of this Act; where the wording matters to a decision, read it against the Spanish original linked above.