The Directorate General for Legal Certainty and Public Faith has upheld an appeal against a Mercantile Registrar who rejected a company's filing of annual accounts due to alleged defects in the identification of the ultimate beneficial owner. The ruling establishes that a negative assessment must sufficiently state the reasons justifying the refusal so that the interested party can defend their legal position (Art. 326 of the Mortgage Law). In this instance, it was determined that the beneficial ownership declaration had indeed been completed using the official form.
For companies (SMEs and large enterprises) attempting to file annual accounts, this ruling reinforces their right to receive clear and detailed reasoning in the event of a rejection by the Mercantile Registry. Errors in the registrar's reasoning allow appeals to be upheld, preventing the administration from imposing formal defects that have not been adequately communicated or are based on incorrect forms. Companies must ensure that the beneficial ownership declaration strictly adheres to the model approved by Order JUS/616/2022 to avoid delays in filing accounts.
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