Company governance, accounts and records

It is for anyone considering, planning or carrying out a move to Spain who will run a company there. Good governance is what keeps your liability limited. Mistakes can mean fines, a blocked registry entry or personal responsibility for the company's debts.

Start with "What it takes to keep a Spanish company running year to year". It puts the recurring duties side by side, so you can see the whole routine before going into any one part. The other articles then go deeper on each duty.

Key rules

• Approving accounts: The shareholders' meeting must approve the annual accounts within six months of the year-end, which is 30 June for a calendar-year company.
• Formulating accounts: Administrators must draw up and sign the annual accounts within three months of the financial year-end, which is 31 March for a calendar-year company.
• Depositing accounts: The approved accounts must be deposited in the Registro Mercantil within one month of the approval date.
• Meeting notice: A shareholders' meeting must be called at least 15 days before it is held.
• Keeping records: Books and supporting records must be kept for six years from the last entry in the books.
• Legalising books: The books must be legalised electronically at the Registro Mercantil within four months of the year-end, which is 30 April for a calendar-year company.

Company governance, accounts and records: the whole process, step by step

• Register new administrators and accept the post (read: Administrators and shareholder meetings in a limited company): Within 2 months of the deed signing; the registry then has 15 working days to enter it

• Call the shareholders' meeting with the agenda, place and time (read: Administrators and shareholder meetings in a limited company): At least 15 days before it is held

• Draw up and sign the annual accounts (read: Annual accounts: preparing, approving and filing with the registry): Within three months of the financial year-end Deadline: 31 March for a calendar-year company.

• Legalise the books electronically at the Registro Mercantil (read: The shareholder register (libro de socios) and other books you must keep): Within four months of the year-end Deadline: 30 April for a calendar-year company.

• Hold the ordinary meeting to approve the accounts, the management and the profit allocation, and write the minutes (read: Annual accounts: preparing, approving and filing with the registry): Within six months of the year-end Deadline: 30 June for a calendar-year company.

• Deposit the approved accounts in the Registro Mercantil, with the beneficial-owner declaration (read: Annual accounts: preparing, approving and filing with the registry): Within one month of the approval date

• Pass share transfers or a capital increase through a notary and update the shareholder register (read: Transferring shares or adding a shareholder in a limited company): Whenever shares change hands or a new shareholder joins; the shareholder's preemption period in a capital increase lasts at least one month

• Report a personal data breach to the data protection authority (read: Data protection duties for your company (GDPR and the AEPD)): Within 72 hours of becoming aware, if it is likely to risk people's rights

• Keep books and supporting records (read: The shareholder register (libro de socios) and other books you must keep): For six years from the last entry in the books

Documents you may need

Identity and residence

• Valid passport and tax ID number of the person appointed — Administrators and shareholder meetings in a limited company
• NIE (Spanish foreigner tax ID number) for a foreign non-resident administrator — Administrators and shareholder meetings in a limited company

Payments and receipts

• Public document for a share transfer — Transferring shares or adding a shareholder in a limited company

Translations and legal papers

• Public deed signed before a notary recording the appointment — Administrators and shareholder meetings in a limited company

Other documents

• Minutes — Administrators and shareholder meetings in a limited company, The shareholder register (libro de socios) and other books you must keep
• Written acceptance of the post by the person appointed — Administrators and shareholder meetings in a limited company
• Balance sheet — Annual accounts: preparing, approving and filing with the registry
• Profit and loss account — Annual accounts: preparing, approving and filing with the registry
• Management report — Annual accounts: preparing, approving and filing with the registry

Each article lists the other documents it asks for, where you need them.

Company governance, accounts and records: questions that cross several articles

Which yearly deadlines should a calendar-year company keep in mind together?

A calendar-year company has four main dates: accounts drawn up by 31 March, books legalised by 30 April, accounts approved by 30 June, and deposit within one month of approval. Read "What it takes to keep a Spanish company running year to year" for the full calendar, then "Annual accounts: preparing, approving and filing with the registry".

Where do the meeting minutes end up after the shareholders approve the accounts?

The minutes are copied into the minutes book, which is one of the books legalised at the Registro Mercantil.

How long must I keep the papers behind the accounts and meetings?

You must keep books and supporting records for six years from the last entry in the books. See What it takes to keep a Spanish company running year to year.

Can the articles of association limit who I sell my shares to?

Yes, the bylaws can make transfers stricter, but they cannot make them practically impossible, and free transfers among partners cannot be banned. Read "Co-founder agreements (pacto de socios) and equity splits" and "Transferring shares or adding a shareholder in a limited company".