New annual accounts forms for the Register

On 27 March 2018 the Official State Gazette published Orders JUS/318/2018 and JUS/319/2018 of 21 March, which approve the new forms for filing with the Commercial Register the consolidated and individual annual accounts, respectively, of companies required to publish them. They apply to the accounts for financial year 2017, except for companies that had already approved and filed them before the orders took effect.

The orders replace those of the previous year and include all their novelties. The main ones are two: a form on the identification of the beneficial owner, derived from European anti-money-laundering rules, and adaptations for the non-financial and diversity information required of certain large companies and groups.

What is filed and when

Capital companies must draw up their annual accounts within three months of the year end, approve them at a general meeting within the following six months and file them with the Commercial Register of their registered office within a month of approval. For a company whose financial year matches the calendar year, that makes the end of July the usual deadline.

Filing is done electronically, using the official forms, and the registrar checks that the documentation is complete and the data add up. If defects are found, the filing is returned to be corrected. Using the old or an incomplete form can therefore delay the process and the publication of the accounts. A good internal calendar helps avoid last-minute rushes: draw up the accounts on time, call the meeting with the notice required by law and the articles, and set aside days to fix any defects the registrar points out.

The beneficial owner

The beneficial owner is the natural person who ultimately owns or controls a company, normally by holding more than 25% of the capital or voting rights, or by exercising control by other means. The European anti-money-laundering directive requires that this information be kept in a central register, and the new orders add a form to declare it when filing accounts.

For many companies, especially those with multi-tier ownership structures, determining who the beneficial owner is may require careful analysis. It is better to do it in good time, document the conclusions and coordinate with shareholders, because the declaration must be truthful and consistent with the information already on record in the company. In companies with several shareholders or indirect control structures, identifying the beneficial owner often requires asking third parties for information, a step that takes time and should be started early.

What to review

First, check the calendar: when the year closes, when the meeting will be held and who is responsible for filing. Then, make sure the accounting software or the adviser uses the new forms and that the register of shareholders and the beneficial ownership are up to date.

Large companies and groups subject to non-financial and diversity reporting should start collecting that data early. Your commercial-law adviser can tell you whether the company is obliged and how to comply. This information is general and is not legal advice. Failing to file the accounts can have consequences, such as the closure of the company’s register entry, so the step should not be left to the last day.

A good filing of accounts starts before the meeting, with the data in order.

This article is general information. It is not legal, tax or investment advice, and it does not take anyone’s particular circumstances into account.