 What is the Government registry for Commercial concerns or Commercial Registry?The Commercial Registry can be looked at in these three ways: -as a judicial institution - as a public office - as a group of records I. The most extensive definition would be to say that the Commercial Registry is an instrument for publications with the mission to facilitate (to the public) important data for commercial traffic that would otherwise be difficult if not impossible to investigate without this Registry. The Commercial Registry, is then, an instrument for publicity for commercial concerns. The Commercial Registry could be defined as a judicial and public institution that, with a Commercial Registrar in charge, has as a goal the publication, by the folio personal system of those subjects to inscription along with all acts and legal issues that may be of their concern and other duties that they are entrusted with. II. As a public office, the Commercial Registry shall be defined as an office that you will find in all provincial capitals or where established because of rules and regulations. The office will have one or more Land Registrars as the persons in charge, in the capacity of a Commercial Registrar, who will have as immediate superiors the General Directors of the Registries and Notary Public of the Ministry of Justice. III. The third way to look at the Commercial Registry would be a place where you will find records, documents and files which have been deposited at the Registry, under the responsibility of the Commercial Registrar who is the custodian of those archives.
The aims of the Commercial Registry The Commercial Registry has as its aim the registration of:
Return to HomepageWhere do Territorial Commercial Registries exist?
Commercial Registries in the Balearic Island (Office hours)
Office hours The Commercial Registry is open to the public for the presentation of documents all working days from nine o’clock to two o’clock and from four o’clock to six o’clock except for Saturdays which will be open from nine o’clock to two o’clock(ART.21RRM).In the Balearics the hours established are mornings from eight o’clock till one o’clock. However, because of a considerable decrease in the presentation of documents for inscription or deposit the Commercial Registry , by authorization from the Ministry of justice, will open to the public, in the month of august all working days from nine o’clock to two o’clock(Balearics from eight o’clock to one o’clock).Saturdays closed
What is the BORME?Official government records. The Commercial Registries in each region have the obligation to inform the Commercial Registries Central Office within three working days of any entries made(or within the first three days of each month if it is a deposit) giving all the necessary data for the publication of the BORME(Art 384 RRM). The BORME is divided in two sections: -Section one, called entrepreneurs includes data sent, via the Central Office from the territorial Registries that include the acts that may be registered. There are two parts:”Registered Acts” and “Other acts published in the Commercial Registry”. -Section two,” Announcements and legal notices”, is sent directly to those involved (ex. summon for board meeting, agreements for merges, etc) -The BORME publication is dependent on the Autonomous Organization BOE (Boletín Oficial del Estado) or BOE is the official government record of all laws and resolutions passed by the Spanish Parliament) The BORME is published daily, except Saturdays and Sundays and local holidays of the region( Madrid). According to a “Orden Ministerial” (order from the Ministry) of 1991, in all the Commercial Registries and in the Central Commercial Registry there must exist a collection of the BORME for public use
Types of inscriptionsThere are different types of inscriptions:- merely informative, limited to coping and filing all documents presented - constitutive, necessary for any subject, act or contract to be created, modified or legally extinguish - declarant, the opposite of constitutive, when a contract or act exists without need of inscription even if it would strengthen its legal effects - optional or voluntary, even if it’s obligatory, one may decide to make the inscription or not without being sanctioned. -obligatory, that which will be penalized if not followed through. He, who has the duty or obligation to make an inscription will eventually be made responsible for not doing so. Failing to make an inscription will bring as a consequence the lack of a legal effect that it is due, the lack of protection given by the Registry or the unopposability of the act that is not inscribed
In our registration system you will find these types of inscriptions: optional, obligatory, and constitutive Return to HomepagePublications?Which are the means for Publications used by the Commercial Registry? There are three possibilities: a) Certification issued by the Registries, which may be of the entries made by the Registrars, documents filed at the Registry or documents that have been deposited at the Registry. b) “Nota simple” an informative document either complete or a portion of. c) Copy of the documents filed or deposited at the Registry The certification will be issued within FIVE DAY after request (Art. 77,6 RRM). The “Notas Simples” and copies within THREE DAYS after request (Art. 78,2 RRM). On the other hand, the data related to the entries made are available on computer (Art. 79 RRM).Those interested may have access to the publications through the FLET ( Fichero Localizador de Entidades Incritas-Localizer of registered entities) telematic network of commercial information which may be accessed through Internet. The Commercial Registries must apply the rules on telematic publications that are found in La Ley Hipotecaria (the Mortgage Law) Without contradicting the characteristical contents of commercial publications, that is all records and files, the commercial Registries may make it known in the publications, the circumstances in which the company or entity registered has deposited general conditions for its contracts in section six of the Registry of Real Assets. (Art. 34.3 on Ordenance for the Registry of Real Assets paid on installment).
How publications from the Commercial Registry may be obtained? The certifications and “notas simples” may be request and obtained by personally going to the office, by mail or via Internet; the Registrars will respond to the request the same way in which it was made. There will be controls according to regulations on the requirements for procurement of certification via internet, therefore till the rules and regulation are decided, the certification that are request via internet will be responded by mail.(Art. 77.3 RRM). Furthermore,you may have access to the Registry files through the FLET (Fichero Localizador de Entidades Inscritas) in internet. The certification may be updated, upon request of the person interested, or by other interested parties in the future (Art. 77.5 RRM).
The formal publications of annual accounts reports May be made effective by the following means: a) Certification issued by the Register within FIVE days of the request. b) A copy of documents deposited which will be issued within THREE days of request, indicating number of pages, date issued and stamped by the Registrar. The copy may be issued electronically.
Telematic request for a “nota simple” from the Commercial Registry. Return to HomepageAuthentication of records and Deposits of "Annual Accounts Reports"AUTHENTICATION OF RECORDS Who can authenticate the records at the Commercial Registry? The Commercial Code states that all entrepreneurs have the legal obligation to authenticate their records at the Commercial Registry (Art. 27). However, this obligation is not limited only to those known as entrepreneurs. There is a law from 1.994 that (more specifically states the additional Disposition number seven of the Law 30/1994, 24th November, Foundations and Fiscal Incentives for Private Participations in Activities of General Interests) extends the obligation to all individuals liable for payment of Company taxes, thus they too must have their report of accounts Authenticated in Commercial Registries, the Foundations, Associations, Corporations, joint ownerships… Furthermore, all individual merchants, even if they are not registered at the Commercial Registry (Because for them the inscription is optional) if they are subject to pay Personal Income Taxes they must do their accounting according to the rules and regulations of the Commercial Code. Therefore book and reports must be brought to the Commercial Registry (Art. 67 Reglamento del IRPF).
What books must the entrepreneurs bring? Incompliance with the law or especial disposition, the entrepreneurs must bring the following books: - record of Inventory and Annual accounts report -Daily records -The companies must also bring the Acts for each branch, which must be authenticated before they are used (Art. 106 RRM) -The companies must bring their registration books for nominative shares (for limited/incorporated companies or companies of co-ownership, by shares) or a registration book of partners (for the private limited companies)
Where and when are the books to be authenticated? The books the entrepreneurs are obligated to bring as well as any other records of the activity of the company will be authenticated at the Commercial Registry of the corresponding area (Art. 27c de c y 329 RRM) and depending on the type of book, it will be done over the following time frame: -if it is presented before being used, at anytime -if they are made up of pages that have been binded together after an entry or annotation has been made because of a proceeding, they have till before the end of FOUR months, after the closing of the fiscal year (Art. 333 RRM) When the books are made up after being used, they must be binded together in such a way that it would be impossible to substitute one page for another. The first page must be blank and the following pages must be numbered and in the chronological order in which the entries were made. The blank spaces are to be eliminated (Art. 333 RRM). If the request for authentication is made out of the legal time frame it will be accepted, however, the Registrar will record this on the books presented and with an entry on the book of authentications.
Deposit of Annual Accounts reports Commercial law states that all entrepreneurs are obligated to keep records on Annual Accounts in a way that a true value of its net worth can be known (its financial situation and the true value of the business). This information is of interest to a diversity of people that, without having anything to do with the management of the business, are interested in its progress for various reasons (shareholders, workers, creditors, Administration…).
Which documents make up the Annual Accounts report? The Annual Accounts report is made up of the following: a) The balance, which will have separated, the rights of a company-assets, from the obligations of a company-liabilities. A basic rule used to check if the balance was well done is that the assets and liabilities are always the same. This is as is because for every right a company is given there is an obligation of equal value, the way all obligations generate rights for the same amount. If you think about it, the assets are made up of everything the company is able to acquire( for example, the money from a bank loan, the contributions from partners, the profit obtained by its activities, etc) while the liabilities would be the way in which the company is financed ( the way to get the funds) this is made up of the money from the bank loans, the capital obtained with the contribution from partners or the debit towards the partners for the profit that has not been shared. That way each asset has its liability and each liability has its asset, it should always come out the same.
b) Accounts on loss and profits, understood as gains and expenses of the fiscal year that because of its differences, the result will be the same. The differences in the balance, which is the global expression of the net worth of a company, the loss and gain are considered the accounting for the fiscal year.
c) Annual report will complete, extend, and comment on a + b.
In some cases, together with the report of annual accounts but not as a part of it, a report on management may be submitted , this would include an accurate statement on the development of the business and a report of any important event which occurred after the closing of fiscal year as well as the predictable outcome of this event.
Types of annual account reports The report on annual accounts may be done in two different ways: a) abbreviated (for those companies that are not obligated to draw up these reports in a standardized way because they don’t need to verify them with a report from an auditor) The companies that may formulate an abbreviated balance are those that during two consecutive fiscal years combine, on the closing date of each of these years, at least two or three of the following limitations: - 395 million pesetas in assets - Annuals turnover of 790 million pesetas - An average of 50 employees per fiscal year On the other hand companies that may formulate the abbreviated accounts of loss and profits are those companies that during two consecutive fiscal years, combine on the closing date of each of these years, at least two of the three limitations: - 1.580 million pesetas in assets - Annual turnovers of 3.160 million pesetas - An average of 250 employees per fiscal year b) The general rule for companies that do not summit their account reports using the abbreviated format, is to use the standard formula. The following must present their accounts reports using the standard formula: groups of companies, companies that have a greater turn over then the limits mentioned previously, those quoted in the stock exchange, financial entities, insurance companies , etc…
Who should draw up the report of annual accounts and when should it be done? According to the commercial code all entrepreneurs are obligated to draw up the annual accounts report at the end of the fiscal year. The companies must have their administrators draw up the annual accounts report a maximum of three months after the closing of the year. The usual closing date is December 31st (unless specially stated in the Statutes for limited companies, or mergers…) the last date for submission is March 31. The collectors have the same obligation with respect to the annual accounts report on settlements (article 365 RRM)
When and where must the report of annuals accounts be deposited? The reports must be presented at the Commercial Registry that corresponds to the address of the head office that will be making the deposit. As an exception, if there are reasons for urgency or necessity, the accounts may be presented at the Commercial Registry or at the Land Registry of the district where it was granted so that they may send the account to the corresponding Commercial Registry via fax or similar, with all the necessary data to make the entry according to art.46 and onward of RRM The reports must be presented within the month following approval at the General meeting. Therefore if the legal limits for approval of account reports in the General meeting ( normally June 30th) is stretched to the maximum it would be no later than July 30th ,July 30th included unless it is a holiday, which in that case it would be extended to the first working day that follows.
If the report is presented after the due date, the deposit will be admitted .However, it will include a note showing that the deposit was made after the time allowed, in case of possible sanctions in the future. |
COMMERCIAL REGISTRY
Telematic request for a “nota simple” from the Commercial Registry
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