The Commercial Registry can be looked at in these
-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
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
Partnerships, whichever their goals as long as they are
Entities for savings and loans, as well insurances companies
Institutions of collective investments and pensions
Any person or persons that must register when the law provides
The acts and contracts established by law
the Commercial Registry has other duties which are aside from the
one established by law, the authentication of the records that
belong to the businessmen, the appointment of experts and auditors,
the deposit and publication of the account books.
Registries will work out of a Central Registry and various
There are Commercial Registries established
in all provincial capitals a s well as the cities of Ceuta,
Melilla, Ibiza, Mahón, Puerto de Arrecife,
Puerto del Rosario, Santa Cruz de la Palma, San Sebastián de la
Gomera and Valverde.
The central Office of Commercial Registry is in
Madrid. Their purpose
of their existence is merely to inform. They are responsible for
the Official bulletins.
Commercial Registries in the Balearic Island
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
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
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
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
-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
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
There 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
Which are the means for Publications used by the
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
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
The Commercial Registries must apply the rules on
telematic publications that are found in La Ley Hipotecaria (the
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
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
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
AUTHENTICATION OF RECORDS
Who can authenticate the records at the Commercial
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
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
-The companies must also bring the Acts for each
branch, which must be authenticated before they are used (Art. 106
-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
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
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.
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.
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
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
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
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.