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BOE-A-2026-16129 ·24 July 2026 ·Resolution not-relevant
Corporate

Company directors: annual accounts filings cannot be cancelled via a simple certificate of error

The Directorate General for Legal Certainty and Public Faith has confirmed that the rectification of registry entries cannot be carried out through a document or certificate issued by the company director (Facts I). To cancel an annual accounts filing based on an error, it is mandatory to present a new General Meeting resolution declaring the nullity of the previous resolution and providing the duly approved accounts or a declaration of non-approval (Legal Grounds).

In 2 key points

  1. The cancellation of accounts requires a new shareholders' meeting resolution specifying the grounds for the nullity of the previous resolution (Fundamentos de Derecho)
  2. Rectifying the Registry via a document issued by the director is not valid (Fundamentos de Derecho)

How it affects those involved

For companies that have filed annual accounts containing errors in their approval information (for example, due to an ongoing demerger), an administrative certificate from the director is insufficient to correct the Mercantile Registry. The risk to the company is the persistence of erroneous data in the Registry that does not reflect the entity's legal reality. The only operational solution is to convene a General Meeting to nullify the previous resolution and formalise the correct situation (Legal Grounds).

Lifecycle

2026-07-24PublishedPublished 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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