Are commercial books mandatory?

compulsory commercial books

Is the legalisation of commercial books compulsory?

One of the main obligations that entrepreneurs must take into account is that they must necessarily keep a book of inventories and annual accounts and a journal, a book of minutes of general meetings and of the company’s collegiate bodies. This is stipulated in the Commercial Register Regulations and the Commercial Code.

Entrepreneurs have a period of four (4) months from the closing date of the business year, i.e. if your business year closes on 31 December 2022, you have until 30 April 2023 to legalise the company’s books (Art. 333 RRM).

What about the annual accounts?

The directors of the company are obliged to prepare the annual accounts within a maximum period of three (3) months from the end of the financial year, i.e. if your financial year ends on 31 December 2022, you have until 31 March 2023 to prepare the annual accounts for the financial year closed (Art. 253 LSC).

For the approval of the annual accounts, you have until the first six months of each financial year to approve, among others, the annual accounts of the previous financial year, i.e. if your financial year begins on 1 January 2023, you must approve the annual accounts of the previous financial year before 30 June 2023 (Art. 164 LSC).

Directors of public limited companies and limited liability companies, among others, are obliged to file the annual accounts within one month of their approval, i.e. if you approve the annual accounts on 30 June 2023, you must file the annual accounts by 31 July 2023 (Art. 365 RRM and Art. 279 LSC).

In short, if your company has closed its financial year on 31 December 2022, these deadlines are important for you:

  • Formulation of annual accounts: 31 March 2023
  • Legalisation of commercial books: 30 April 2023
  • Approval of annual accounts: 30 June 2023
  • Deposit of annual accounts: 31 July 2023

Failure to comply with the obligation to legalise the commercial books may result in liabilities for the company’s administrators and could also be classified as a tax infringement.

Article written by:

Fabián Pena MetricsonFabián Pena

Corporate M&A junior associate





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