Changes in corporation’s mercantile obligations

By 26/03/2020Uncategorized

As a result of the Royal Decree Law 8/2020 of March 17 (later on, RDL 8/2020), the terms of commercial obligations that all companies must meet have been modified. These obligations are, amongst others, the preparation of the annual accounts, the holding of the General Meeting of Partners or the legalization of accounting books.

Formulation of Annual Accounts

The Annual Accounts must be prepared within the three months following the closing date of the fiscal year. Thus, if a company closes its fiscal year on December 31, the Annual Accounts must be prepared before March 31.

In accordance with the provisions of RDL 8/2020, this period is suspended as long as the state of alarm is maintained. The timeframe between the state of alarm’s cancellation and the following three months is set as the new formulation period. Thus, if the alarm state is lifted on April 11 as planned, the maximum date for the preparation of annual accounts will be July 11.

General Meeting of Partners

Another of the measures contemplated in RDL 8/2020 is the possibility of holding partners meetings by videoconference while the state of alarm stands. Specifically, section 6 of the Royal Decree Law stipulates that in the event that the call to the General Meeting had been made prior to the declaration of the state of alarm and cites the members to sometime after the state of alarm’s declaration, the administrative body may modify the place and time scheduled for the meeting. Nevertheless, the standard course of formulation and approval of accounts can be followed if the company wants to.

Legalization of official books

Although the RDL 8/2020 does not rule on the terms of deposit and legalization of official books, the College of Registrars issued a note on March 20 in which, in its section 21, states that the period for the legalization of the accounting books will be the same as the period for the formulation and deposit of the annual accounts. In normal conditions this period includes the four months after the closing (that is, until April 30 if the Company closes on December 31 ).

It is established, therefore, that if the state of alarm is lifted as planned on April 11, the legalization of accounting books can be carried out until August 11, although in any case the deposit and legalization is allowed in the usual terms .

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