The closure of the registral page in the commercial registry: how to solve it?

19 June, 2024
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Real Estate
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Pablo del Estal


What is it?

The closure of the registral page is a concept that is not very familiar outside the legal field, although it can considerably affect the operation of a company, as it entails very significant consequences.

It is a sanction imposed on the company and is initiated when it fails to comply with certain legal obligations. Essentially, it consists of preventing the registration of company acts in the corresponding Commercial Registry, which means that the company loses validity and credibility before third parties and, moreover, during that time it is considered an irregular company.

Has your company’s registral page been closed?

Stay calm and keep reading, as we will later explain how to solve the problem.

But first: what types of closures are there?

The closure of the registral page can be:

–> Total: no act can be registered in the Commercial Registry.

–> Partial: some acts may be registered in the Commercial Registry, such as the appointment of liquidators if the company is in liquidation, or the cessation of the company’s administrators.

Causes

The closure of the registral page occurs in the following specific cases and situations:

1) Deregistration from the AEAT’s Index of Legal Entities

If your company does not file the Corporation Tax return for three consecutive years, the State Tax Administration Agency (AEAT) will notify the Commercial Registry, which will proceed to close the registral page.

This is a temporary closure, and in such case, in accordance with art. 96 of the Commercial Registry Regulations, “only entries ordered by the judicial authority or those containing acts that are a necessary prerequisite for reopening the page, as well as those related to the deposit of annual accounts, may be extended.”

That is, apart from the aforementioned cases, no company act can be registered in the Commercial Registry.

2) Failure to deposit annual accounts in the Commercial Registry

This is one of the most typical causes, as all companies are required to submit their annual accounts related to the closure of the previous year’s social exercise to verify their accounting status and financial situation. This obligation must be approved by the company’s General Meeting within the first six months from the end of the previous exercise.

Afterwards, once approved by the General Meeting, it is usually the company’s administrators who, within the following month, must submit the annual accounts to the Commercial Registry or, otherwise, it will proceed to close their registral page (art. 365.1 of the Commercial Registry Regulations). For example:

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When does the closure of the registral page occur?

The answer is provided by art. 378.1 of the Commercial Registry Regulations by establishing that “One year after the closing date of the social exercise without the approved annual accounts being deposited in the Registry, the Registrar will not register any document submitted after that date, until the deposit is made first.” Continuing the previous example:

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However, it is important to highlight the exception provided in art. 378.5 of the Commercial Registry Regulations which establishes that the closure of the registral page will not occur: “If the annual accounts have not been deposited because they have not been approved by the General Meeting.” This is provided that the requirements specified in that article are met (“when this circumstance is accredited by a certification from the administrative body with legitimized signatures, stating the cause of the lack of approval, or by an authorized copy of the notarial act of the General Meeting where the non-approval of the annual accounts is recorded”).

Consequences of the closure of the registral page

The consequences of the closure of the registral page are relevant for the company, as it affects its normal development. For example:

–> It will be considered an irregular company during this situation.

–> Not being able to register new acts in the Commercial Registry could negatively affect commercial contract negotiations and credit transactions.

–> Additionally, fines could be imposed by the National Accounting and Auditing Institute for amounts ranging from 1,200 to 300,000 euros. The range will depend on the company’s turnover (art. 283.1 of the Capital Companies Act).

Reopening of the registral page

a) If the cause of the closure of the registral page is due to deregistration from the AEAT’s Index of Legal Entities, to reopen the registral page you must:

–> Submit the pending Corporation Tax returns.

–> Pay any existing debts with the AEAT (if any).

–> Request the AEAT to reactivate your company in the Index of Legal Entities.

b) If the cause of the closure of the registral page is due to the lack of deposit of annual accounts in the Commercial Registry, to reopen the page, the annual accounts for the three years immediately preceding the year to be submitted must be presented. Here’s another example:

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When the closure of the registral page in the Commercial Registry occurs due to both causes, first, the company must obtain registration in the AEAT’s Index of Legal Entities and, secondly, proceed to deposit the annual accounts.

Conclusions

The closure of the registral page is crucial for any company, as it not only impacts its operation but also its reputation, making it essential to have professional assistance in these circumstances.

At MES Advocats, we offer comprehensive advice and support to all types of companies facing any issues. If you need more information or are interested in obtaining a quote, you can contact our commercial law area through this link.

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AEATBusinessCommercial Register

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