Statutory Audit (Auditoría de Cuentas)

What Is a Statutory Audit?

A statutory audit (auditoría de cuentas) is the independent examination of a company’s annual accounts by a registered auditor (auditor inscrito en el ROAC — Registro Oficial de Auditores de Cuentas). The auditor issues an audit report (informe de auditoría) expressing an opinion on whether the accounts give a true and fair view (imagen fiel) of the company’s financial position in accordance with Spanish GAAP (PGC).

The statutory audit is governed by the Ley de Auditoría de Cuentas (LAC — Ley 22/2015) and its implementing regulations, and supervised by the ICAC (Instituto de Contabilidad y Auditoría de Cuentas), the Spanish audit regulator.

When Is a Statutory Audit Mandatory?

A company must have its annual accounts audited if it exceeds two of the following three thresholds for two consecutive financial years:

These thresholds apply to individual company accounts. Consolidated group accounts have different (higher) thresholds.

Other Circumstances Triggering Mandatory Audit

Even if the size thresholds are not met, an audit is mandatory when:

• The company receives public subsidies or grants above EUR 600,000 in the year.
• The company carries out certain regulated activities (financial intermediaries, insurance, investment services).
• Shareholders holding at least 5% of capital request an audit — the Commercial Court can appoint an auditor if the company does not agree.
• The company is listed on any regulated market.
• Courts order an audit in certain legal proceedings (insolvency, shareholder disputes).

The Audit Process in Spain

1. Appointment: The auditor is appointed by the General Meeting of Shareholders for an initial engagement of between 3 and 9 years (first appointment), with possible renewal for maximum periods thereafter. The board cannot appoint an auditor without shareholder approval — this independence safeguard is enforced by the ICAC.
2. Planning and risk assessment: The auditor identifies key audit risks and designs procedures to address them.
3. Fieldwork: The auditor tests transactions, account balances, and disclosures against audit evidence.
4. Reporting: The auditor issues the informe de auditoría before the General Meeting approves the accounts.
5. Deposit: The audit report is deposited at the Registro Mercantil alongside the annual accounts.

Types of Audit Opinion

A qualified or adverse opinion is a significant red flag for banks, investors, and the AEAT.

Auditor Independence Requirements

Spanish audit law has strict independence rules reflecting EU Audit Directive requirements:

• Mandatory auditor rotation for PIEs (Public Interest Entities): maximum 10 years for the same audit firm.
• Cooling-off period: A former audit partner may not take a senior role at an audit client within two years.
• Prohibited non-audit services: Auditors of listed companies (PIEs) cannot provide certain advisory services (e.g., bookkeeping, payroll, tax advice with management responsibility) to the same audit client.

Consequences of Not Auditing When Required

A company that is required to have a statutory audit but fails to do so cannot deposit its annual accounts at the Registro Mercantil — the registry rejects accounts that should be accompanied by an audit report but are not. This triggers the cierre registral (registry closure) with all its consequences.

How BMC Can Help

We manage the full statutory audit engagement: planning and coordinating with the appointed auditor, providing documentation and explanations, managing the auditor’s queries efficiently, and ensuring accounts are approved and deposited on time. We also advise on whether a voluntary audit provides value for companies below the mandatory thresholds.