10 May Legislative developments regarding the deposit of Annual Accounts
Among the obligations that the Capital Companies Law (“LSC”, hereinafter) attributes to the administrators are the formulation of the Annual Accounts. As provided in article 253 of the LSC, the term granted by the Law for its formulation is three months from the close of the fiscal year, which usually corresponds with the end of each calendar year (December 31). In practice, in a large part of the companies, all of this ends up translating into a situation, wherein the term to formulate the Annual Account will end on March 31.
Nevertheless, the obligations of the administrators do not end with it, because, once formulated, the administrators shall call the Annual General Meeting to be held in the terms provided by law, so that it can be submitted to the vote of the partners
Once formulated and approved, the administrator will have a period of time corresponding to one month to deposit it in the corresponding Mercantile Registry (articles 279 LSC and 365 of the Mercantile Registry Regulation).
In relation to all this, in this week’s post we are going to analyze the main novelties that have been introduced by the Order of the Minister of Justice nº319/2018 of March 21, which approves the new models for filing in the Commercial Register of the annual accounts.
This regulation come to demand more information in the models that inform about the Annual Accounts. This rule of regulatory development comes to require more information in the models that express the Annual Accounts.
Among the developments introduced by the regulation, we can find one special significance and is the inclusion of a new form in the Annual Accounts, the so-called “Identification Statement of the beneficial owner (“TR” hereinafter), under which companies have the obligation to identify the true beneficial owner of the company.
The beneficial owner is the person or natural persons who own or control, directly or indirectly, a percentage greater than 25 percent of the capital or voting rights of a legal entity, or who by other means has the power to exercise direct or indirect control, of the management of a legal person.
Special mention deserves cases of indirect ownership: cases, wherein the third section of the “TR”, stipulates that companies have the obligation to identify and report about the entire “chain of control”, from “the dominant legal entity that immediately has a participation to the last owner
With respect to successive years, this form shall only be completed if changes occur with respect to the beneficial owner
This new obligation is required by Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC
When it comes to combating the crime of money laundering and terrorist financing, it is indispensable to know who the real individuals are who are behind the commercial operations.
Until the publication of the aforementioned regulation, it was the figure of the notary who was responsible for informing and making available from the competent authorities in matters of money laundering, the beneficial owner of the companies.
With the arrival of this new regulation and its requirements, take place important changes thereon, because those companies that have a real beneficial owner are bound to complete the aforementioned TR model and all this information will be accessible to everyone
In addition, the aforementioned regulation includes other novelties. Among them we could highlight the modifications of the circumstances that enable us to use the abbreviated model.
At Navarro Llima Abogados, we have a team of highly qualified lawyers specialized in company law. If you have any questions in relation to the new regulation and its requirements do not hesitate to contact us
Javier Navarro Lacambra