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BOE-A-2026-11115 ·23 May 2026 ·Resolution Low impact
Tax

Companies with outstanding accounts: cannot file subsequent years' accounts without filing previous ones

The Directorate General for Legal Certainty and Public Faith confirms that the Mercantile Registry must keep a company's record closed if the annual accounts for previous financial years have not been filed (Art. 378.1 RRM). In this specific case, an appeal by a company seeking to file its 2024 accounts without having filed those for 2023 was dismissed. The regulation prevents the registration of any subsequent documents until the status of the outstanding accounts is regularised (Art. 378.1 RRM).

In 2 key points

  1. The registrar shall not register any document if the duly approved annual accounts have not been filed (Art. 378.1 RRM). (art. 378.1 RRM)
  2. The closure of the company's registry record persists until the outstanding accounts are filed (Art. 378.1 RRM). (art. 378.1 RRM)

How it affects those involved

For commercial companies, failure to meet the deadline for filing annual accounts results in the operational blocking of their registry record, preventing the registration of any other document (Art. 378.1 RRM). This directly affects the company's ability to carry out changes of directors, amendments to articles of association, or any other registrable act. Management must prioritise the filing of overdue accounts to unblock the company's registry record.

Lifecycle

2026-05-23PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.

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This analysis is informational only and does not constitute legal advice or create a client-adviser relationship. BM Consulting.
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