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BOE-A-2026-3784 ·18 February 2026 ·Resolution Low impact
Tax

Companies with beneficial ownership declaration errors: revocation of suspension of accounts filing due to lack of reasoning by Registrar

The Directorate General for Legal Certainty and Public Faith has overturned a commercial registrar's decision to suspend a company's annual accounts filing due to errors in the beneficial ownership declaration (art. II). The ruling establishes that a registrar's qualification must sufficiently state the reasons justifying a refusal to allow the interested party to defend their position (art. 326 of the Mortgage Law). The decision is based on the lack of adequate reasoning in the initial resolution, without ruling on the merits of the error regarding the ownership percentage.

In 2 key points

  1. Two-month period to appeal the resolution before the Commercial Court (disposición adicional vigésima cuarta de la Ley 24/2001)
  2. Obligation to provide sufficient reasoning in registrar qualifications to prevent lack of legal defence (art. 326 de la Ley Hipotecaria)

How it affects those involved

For companies (SMEs or large enterprises) filing annual accounts, this ruling reinforces the right to receive duly reasoned registrar qualifications that allow for effective rectification (art. 326 of the Mortgage Law). In the event of a discrepancy with the registrar regarding the beneficial ownership declaration or ownership percentages, the administration must ensure the ratio decidendi is clear to prevent a lack of legal defence. Legitimate parties may appeal this resolution before the Commercial Court within two months (additional provision twenty-fourth of Law 24/2001).

Lifecycle

2026-02-18PublishedPublished 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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