New Accounting Regulations for Spain

13 May 2008

and their implications on Spanish Corporation Law

Law 16/2007 of July 4, 2007 has facilitated a wide reform and adaptation of the accounting and Spanish corporate law regulations. The law came into force on January 1, 2008 meaning that the new law applies to the current financial year, and is not applicable to annual accounts that have to be formulated before March 31, corresponding to the previous financial year.

The New General Accounting Plan, passed on November 16 through Royal Decree 1514/2007, also needs to be taken into account. With both regulations the legislator is aiming to adapt accounting regulations to international standards, especially European guidelines. In addition, the Spanish Commercial Act, the Limited Company Law, the Limited Liability Company Law and the tax regulations are being modified.

These regulations affect the general policy applicable to companies and must be observed by all Spanish corporation administrators. Among the modifications are the following points:

– Possibility of filing a summarised statement:

     The capital company may present a summarised statement (along with some simplified annual accounts), if they comply with the following three criteria for two consecutive
     financial years:

  • The mean number of employees per year does not exceed 50
  • The financial year does not exceed an amount of 5,700,000 Euros (previously 4,747,995.62€).
  • Total assets do not exceed 2,850,000 Euros (previously 2,373,997.81€)

     As has been the case up until now, companies can submit a summarised statement, they are not obliged to audit or to nominate an auditor. This is not the case for companies
     that receive funding.

– Appointment of auditors by the General Board

     Up until now auditors were named in the first appointment for a minimum mandate of 3 years and could be named in the same appointment for a period of up to 9 years. The
     difference with the new legislation is that once the first mandate is finalised, the appointment as auditor can be extended to 3 years nd not for only one as was the case
     before.

– Obligations of dissolving company in the case of losses

     A Spanish corporation is obliged to be dissolved in the case of a debt overhang independent of insolvency or the possibility or obligation of filing for bankruptcy, in circum-
     stances where there is a risk or event of insolvency. With this reform, there is an accounting debt overhang when the net assets of the company constitute less than half
     of the capital (previously known as “book capital”).

     From hereon in, net assets are defined as an element of the balance and can accordingly differ from the book capital as a basis for confirming a debt overhang, given that there
     exists specific accounting entries that directly affect the profits and losses on net assets and modify valuation principles carried out by the reform.

     It is important to point out that in circumstances where action to avoid debt overhang or dissolving of the company has been omitted, the administrator may respond personally
     to commitments undertaken by the company.

Thus, it is essential that this new regulation is considered carefully and not solely by the accounts department.

For further information, please contact Philipp von Wolffersdorff: phwolffersdorff@mmmm.es