As a general rule, the registry closure of a company prevents certain acts from being registered on its record at the Commercial Registry for as long as the breach that gave rise to the closure remains outstanding.<\/p>\n
However, not all registry closures have the same cause or produce the same effects. This distinction is particularly relevant in practice, as certain acts may still be registered despite the company\u2019s registry record being closed, whereas other types of closure have an almost absolute effect.<\/p>\n
One of the most common situations arises from failure to comply with the obligation to file the annual accounts.<\/p>\n
Article 282 of the Spanish Companies Act provides that, where the management body fails to comply with its obligation to file the annual accounts, no document relating to the company may be registered with the Commercial Registry for as long as such failure persists.<\/p>\n
This provision is further developed by Article 378 of the Commercial Registry Regulations, pursuant to which the registry is closed once one year has elapsed from the end of the financial year without the duly approved annual accounts having been filed.<\/p>\n
However, this closure is not absolute. The applicable regulations allow certain acts to continue to be registered with the Commercial Registry.<\/p>\n
In particular, the following may still be registered:<\/p>\n
<\/p>\n
The distinction between the removal and the appointment of directors is particularly important. A company whose registry record has been closed due to failure to file its annual accounts may register the removal or resignation of a director, but not the appointment of the person who is to replace them.<\/p>\n
The Spanish Directorate-General for Legal Certainty and Public Faith has reiterated this interpretation, including in recent resolutions. Accordingly, the removal of a director constitutes an independent act that may be registered, whereas a new appointment remains subject to the registry closure until the company regularises its position.<\/p>\n