Annual accounts of a Spanish SL: drawing up, approval, deposit and what happens if you skip them

What the annual accounts are and why they end up public

The annual accounts are the official accounting summary of the financial year. For a small SL they consist of three documents: the balance sheet, a snapshot of what the company owns and owes at year-end; the profit and loss account, with the year's income and expenses; and the notes (memoria), which explain the figures in the other two with text and breakdowns. Companies entitled to an abbreviated balance sheet do not have to present a statement of changes in equity or a cash-flow statement (article 257.3 of the Capital Companies Act).

They are prepared under the Plan General de Contabilidad, Spain's general accounting plan, from the double-entry books the company keeps during the year. They are not a document written in June: they are the outcome of twelve months of entries, closed and reconciled. If the books are up to date, the accounts fall out of them; if not, there are no accounts to draw up.

What surprises people is where they go. Once approved, they are deposited at the Registro Mercantil and anyone can consult them for a fee: a client, a supplier, a bank, a competitor. In Spain, an SL's accounts are public information. That is why the law does not treat them as an internal formality but as an obligation with deadlines, fines and a specific registry consequence when it is breached.

And the obligation does not depend on activity. An SL with no sales, newly incorporated or dormant draws up, approves and deposits its accounts exactly the same, with whatever figures it has, even if they are zeros and the initial capital. The summary of every obligation of the company is in the Spanish SL tax guide.

The full calendar: draw up, approve, deposit

Three steps, three deadlines, all counted from the financial year-end. For a calendar year closing on 31 December, they look like this:

Notice that the deposit deadline has no fixed date: it depends on when the meeting approves. If the meeting is held on 15 April, the deposit is due on 15 May. Most small SLs approve at the end of June and deposit in July, which is why July is the Register's busiest month, coinciding with modelo 200.

If your financial year is not the calendar year, the mechanics are identical from a different starting point: a 30 June year-end gives drawing up by 30 September, books by 31 October and the meeting by 31 December.

A meeting held after the deadline is still valid (article 164.2 of the Act), so being late does not invalidate the approval. What it does produce is a knock-on delay in the deposit, and that is where the consequences we look at later begin. The dates for this year and the next, together with those of the tax returns, are in the 2026-2027 tax calendar.

Drawing up: which accounts template applies to you

Drawing up is the act by which the directors close the accounts and sign them, taking responsibility for their content. The Act requires the signature of every director; if one is missing, each document says so and why (article 253.2). In an SL with a sole director, it is one signature and one date, but it has to exist and predate the notice of the meeting.

The template depends on size. The Capital Companies Act sets the thresholds in articles 257 and 258, and meeting two of the three for two consecutive years is enough (or, in the first year, at that year's close):

A small or single-member SL is, by definition, far below the first row. That lets it draw up an abbreviated balance sheet, skip the statement of changes in equity and the cash-flow statement, dispense with a management report (article 262.3) and, if it also meets the thresholds of article 263.2, avoid an audit. At the Registro Mercantil, that same company files its accounts on the PYME template or the abbreviated template, the standard forms the Register publishes for each size band; the full template is for companies above the thresholds.

The SME accounting plan and the abbreviated template are not the same thing, although they look alike: the first is a complete accounting plan, simpler than the general one, that the company chooses to apply when it meets the size conditions; the second is the reduced version of the documents within the general plan. For a starting SL, applying the SME plan and depositing on the PYME template is the usual combination, and the one with the fewest boxes. Whichever template you use, what you deposit has to reflect the books as they were kept: the monthly habit that makes that possible is in the guide on how to keep the books.

The approval meeting and what happens to the result

The accounts are approved by the shareholders' meeting (article 272), which must meet within the first six months of the following year to approve the directors' management, the accounts and the application of the result (article 164). From the notice of the meeting, any shareholder can ask the company, immediately and free of charge, for the documents to be put to the vote.

In a single-member company there is no meeting to convene: the sole shareholder exercises the powers of the meeting and records the decisions in minutes, signed by him or his representative, in the minute book. It is a one-page document, but it has to exist with its date, because the Register will later require a certificate of that resolution.

The application of the result is the part the shareholder cares about most, and it has rules:

• Legal reserve. 10% of the year's profit must go to the legal reserve until it reaches 20% of share capital (article 274). With capital of 3,000 euros, the reserve is complete at 600 euros.
• Prior losses. If losses from earlier years leave net equity below share capital, the profit goes first to covering them (article 273.2).
• Dividends. They can only be paid out of the year's profit or freely distributable reserves, and only if net equity does not fall below share capital as a result (article 273.2).
• Remainder. Whatever is neither distributed nor allocated to specific reserves stays in the company as voluntary reserves.

If you are both shareholder and director, the resolution on the result is also the moment you decide whether to pay yourself by dividend, with its withholding and its taxation in your personal income tax. The three ways of taking money out of your SL and what each one requires are in the guide on paying yourself as director of a Spanish SL.

The deposit at the Registro Mercantil: what is filed and how

Within the month following approval, the directors present for deposit at the Registro Mercantil of the registered office (article 279):

• The certificate of the resolution of the meeting (or of the sole shareholder's decision) approving the accounts and the application of the result, with duly authenticated signatures.
• A copy of the annual accounts: balance sheet, profit and loss account and notes, on the applicable template.
• The management report and the audit report, only when the company is obliged to produce them, which a small SL drawing up an abbreviated balance sheet is not.

If any document was drawn up in abbreviated form, the certificate says so and why (article 279.2). The deposit is made online with an electronic certificate, through the Registrars' platform, in the standard format the Register publishes each year. The Registrar reviews the filing formally: whether the documents are there, whether they are the required ones and whether they are signed by the right people, not whether the accounting is correct.

After the deposit, the Register announces in the Official Gazette of the Commercial Register that the company has deposited, and from then on anyone can request a copy. The deposit carries a registry fee, and so does the announcement; they are official fees that vary, so check the current amount with the Register itself.

Two common first-time errors. Depositing accounts whose result does not match the one declared on modelo 200: they are two public records of the same figure and the AEAT can cross-check them. And signing the certificate with a meeting date after 30 June without realising that the deposit is counted from that date: one month, not "over the summer".

Legalising the books: the obligation that falls due in April

Before the accounts are approved there is another appointment with the Registro Mercantil: the legalisation of the accounting books. Article 27 of the Commercial Code requires the compulsory books to be legalised before four months have passed from year-end, that is, by 30 April for a calendar year. It is done online: each book is generated in electronic form, its digital fingerprint is calculated and filed with the Register, which keeps it. What is legalised is not the content but the proof that this content existed on that date and has not been altered since.

The books a small SL legalises are:

• The journal (libro diario), with every transaction of the year in chronological order.
• The book of inventories and annual accounts, which opens with the opening balance sheet, includes at least quarterly trial balances and closes with the year-end inventory and the accounts (article 28 of the Commercial Code).
• The minute book, with the minutes of the meeting or the sole shareholder's decisions.
• The register of shareholders and, in a single-member company, the register of contracts between the sole shareholder and the company.

The accounting books are legalised every year even if the accounts have not yet been approved: they come earlier in the calendar because they record the bookkeeping as it was kept, not its approval. And they are kept, with the supporting documents, for six years from the last entry (article 30 of the Commercial Code), an obligation that survives even if the company ceases trading.

Here it matters a great deal how you kept the books: if the journal comes out of software that generates double-entry postings, exporting it in the Register's format is one click; if it is a spreadsheet, there is no journal to legalise, and that is a problem you cannot fix in April.

What happens if you do not deposit: register lock-out and fines

There are two consequences of not depositing, and they operate separately.

The register lock-out (cierre registral). Article 282 of the Capital Companies Act provides that, as long as the breach of the deposit obligation persists, no document relating to the company will be recorded at the Registro Mercantil. In practice, the lock-out takes effect once a year has passed from the financial year-end without the accounts being deposited. From then on you cannot register a change of director, a capital increase, a change of registered office, a new attorney or an amendment of the articles. The only exceptions are the removal or resignation of directors, the revocation or renunciation of powers of attorney, dissolution with the appointment of liquidators, and entries ordered by a court or administrative authority. In other words, you can leave the company, but you cannot operate it at the Register.

The fine. Article 283 provides that the breach also gives rise to a fine on the company of 1,200 to 60,000 euros, imposed by the Accounting and Audit Institute (ICAC) after a formal procedure; the ceiling rises to 300,000 euros per year of delay when annual turnover exceeds 6 million. The amount is graded by the assets and sales of the last year declared to the tax agency, and if the company does not supply those figures, share capital is used as the reference. If the accounts are deposited before the penalty procedure is opened, the fine is set at its minimum level and halved. The infringement is time-barred after three years.

How the sheet is reopened. By depositing the missing accounts. The lock-out lasts "as long as the breach persists", so it disappears once the deposit is complete; the Register reviews the late accounts like any others, with their dated approval certificate and their fees. There is no need to wait for the next financial year or to file any separate application: the deposit itself lifts the lock. What does not go away is exposure to the fine, although depositing before the procedure arrives reduces it to its minimum level and by half.

For a single-member SL with a foreign owner, the lock-out is usually discovered late and badly: when trying to change the director, grant a power of attorney or sell the shares, and finding that the Register refuses the entry. Depositing every year is cheaper than fixing it afterwards.

Annual accounts and modelo 200: the same books, two destinations

The annual accounts and modelo 200 come out of the same closed books and carry the same figures to two different destinations: the Registro Mercantil and the tax agency. The 200 incorporates the balance sheet and the profit and loss account on its first pages, and its deadline (1 to 25 July, article 124 of the Corporate Income Tax Act) falls right after the June meeting. The logical sequence is to close once, draw up, approve, and then file the 200 and deposit from that same close. How the return is completed, with its adjustments and rates, is in the guide to modelo 200, and what is different in the first year, in the guide to corporate income tax in year one.

kontora is designed so that this sequence does not depend on memory. Double-entry bookkeeping is generated from your invoices and expenses during the year; the year-end close books depreciation, calculates the tax provision and leaves the balance sheet and income statement ready; from there come the journal and the book of inventories and annual accounts in the Register's legalisation format, and the accounts on the PYME or abbreviated template for the deposit. The app reminds you before 31 March, 30 April, 30 June and the deposit month. Signing the accounts, holding the meeting and filing at the Register and on the AEAT website remain your move, or your gestoría's, with the documents already prepared.

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