General considerations. The Mercantile Registry. What is it?
The Mercantile Registry is the equivalent of the Companies House in Spain.
The Mercantile Registry is an institution whose main objective is to officially reflect and publicize all the companies’ legal information in Spain.
The Spanish Mercantile Registry is made up of the Territorial Mercantile Registries and the Central Mercantile Registry.
All of them depend on the Ministry of Justice through the General Directorate of Registries and Notaries.
It is in charge of registering and organizing the companies that legally trade in Spain.
It is very important that each national or international company is registered at the Mercantile Registry, in order to facilitate the information that should be available to the public and to the administration.
In short, the object of the Mercantile Registry is to publicize information about individual traders and legal entities involved in commercial traffic, thus certifying the legality and veracity of such information.
What is the spanish Mercantile Registry for?
Depending on whether it is a trading individual or a company it can be useful for:
– It keeps track of companies’ annual accounts and accounting books.
– Records the opening and closing of work places, general and special powers of attorney and marriage covenants of individual traders.
– It registers companies’ office appointments and powers of attorney, legalizes their accounting books, verifies capital increases or decreases, liquidation or insolvency proceedings.
In addition, it is also in charge of appointing experts or auditors in order to control certain commercial transactions or to evaluate them.
In order to track the registered acts of each company or trading individual, the Mercantile Registry will identify each individual and/or entity by an individual sheet system.
What does this mean?
It means that once that the individual trader or company are registered, all of the facts that affect them will be registered on their sheet.
It is a very important tool to gather information when considering establishing commercial relationships with companies, since the data allows to know the financial and legal situation of each company.
Summary of the main functions of the Mercantily Registry in Spain
- Register companies’ incorporation.
- Record the change of registered office’s address or the statutes’ modification.
- Records the appointments and dismissals of Directors or members of the Board of Directors, or, were appropriate, of the auditors.
- Records capital increases and reductions. Transformations, mergers, acquisitions or liquidations of companies.
- Records bankruptcies, judicial intervention measures or judicial or administrative resolutions that affect companies.
It will also deal with the legalization of the books and the annual accounts of those registered entities, which must be submitted for deposit within a month following their approval. The liquidators must proceed in the same way in relation to the annual statement of the liquidation accounts.
Finally, the Central Mercantile Registry will be in charge of granting and managing the company names section, that is, its main function will be to register the company names of all the entities that have been registered, as well as the those wherein there is some temporary reservation.
Who can consult the registered data?
Anyone, since the Mercantile Registry is a public institution and therefore the registered data is accessible to everyone.
How are events advertised?
There are two ways
The first option is through a simple note, which is merely informative. The second option is by certification, which is the only way to officially state the content of what has been advertised. Therefore, the certificate must be signed by the registrar.
Who is required to register in the Mercantile Registry? If I am an individual or self-employed entrepreneur, do I have to register?
Individual traders, commercial companies, credit institutions, insurance companies, pension funds, investment institutions and economic interest groups, should be registered
However, if one is an individual or collective trader, this decision is voluntary, except for shipping companies.
Failure to register means that the individual or entity will not be able to register any document or take advantage of its legal effects.
In addition, non-registered entities, might be levied a fine ranging from 300 to 3,000 euros.
Obligations for all registered in the Spanish Mercantile Registry.
Submit Annual Accounts
The Annual Accounts are intended to reflect the patrimonial and financial situation of a society. Therefore, once the annual accounts have been submitted, registered and published, a third party will be able to access and know the financial and legal situation of a company.
If the Annual Accounts are not presented, new acts cannot be registered in the registry since the registry sheet will be provisionally closed. Also the administrator of the company will be personally liable and the company could be fined up to 300,000 euros.
The Annual Accounts will be drawn up every twelve months, except in cases of incorporation, modification of the closing date of the financial year or dissolution.
The Annual Accounts must be granted by the administrator/s, who will be responsible for their veracity. They must be issued within a maximum period of three months, after the end of the financial year, and approved at the General Meeting within a maximum period of six months after the end of the financial year.
In addition, the submission of the Annual Accounts must be made electronically to the competent Mercantile Registry no later than 30 days after having been approved.
Legalization of compulsory books
It is important to mention that there are numerous types of books and among them we can find:
- The mandatory accounting books, within which there is the Daily Book, which is the one that will record all the operations related to the exercise of the company day by day.
- Inventory Book and Annual Accounts.
- Other relevant books, such as, for example, the Minutes Book where all the agreements reached at the general and special meetings and the other collegiate bodies of the company will be recorded.
- Partners Registration Book for limited liability companies and new company limited company.
- Registration Book of Nominative Shares, for corporations and limited by shares.
- Registry Book of Contracts between the sole partner and the company, only for sole proprietorship limited liability companies.
All of these books must be submitted electronically to the provincial Mercantile Registry within 4 months after the end of the fiscal year.
The late presentation of the Annual Accounts, will not cause for any fines to be levied, however, the registrar will state that they were submitted after the deadline.
Nevertheless, article 200 of the General Tax Law states that failure to comply with accounting and registration obligations, will carry a penalty of 150 or 300 euros.
Problems that may arise. General considerations
That the company is considered irregular due to lack of registration in the RM.
In this case, the regulations of the collective or civil society will apply to the regulation of the company. This means that in case company’s debt, there will be no limited responsibility shield, thus, the partners will be fully personally responsible for the debts.
Closing of the registration sheet.
It occurs when the company does not file the Corporation Tax return for the last three years and, therefore, it is provisionally removed from the Entity’s Index (it is a register under the Tax Agency’s control) which in turn leads to the closing of the registration sheet. Therefore the company will not be able to register any act until it is registered again in the said Index.
Finally, in the case of not depositing annual accounts as mentioned above, the company could still register the appointment dismissal or resignation of administrators and the dissolution / liquidation of the company…
Some Territorial Mercantile Registries in Spain
Mercantile registry of madrid
Address: P.º de la Castellana, 44, 28046 Madrid
Phone: +34 915 76 01 17
Opening hours: 09:00 – 17:00 (Monday – Friday)
Mercantile registry of Málaga
Address: C. Cerrojo, 17, 29007 Málaga
Phone: +34 952 28 89 35
Opening hours: 09:00 – 17:00 (Monday – Friday)
Mercantile registry of Barcelona
Address: Gran Via de les Corts Catalanes, 184, 08038 Barcelona
Phone: +34 935 08 14 44
Opening hours: 09:00 – 17:00 (Monday – Friday)
