The European Commission published, on 17th October of last year, the Delegated Directive 2023/2775 (hereinafter, the “Delegated Directive”) whereby Directive 2013/34/UE on financial statements and related reports on certain types of company (hereinafter, the “Directive”).
The purpose of the modification is to adapt the criterion which determine the legal classification by size of company or group of companies to inflation in the eurozone. Specifically, the threshold of two accounting criterion increased by 25%: the “balance sheet total” or “assets” and the “net turnover”. The third criterion, the number of employees of the company or group, remains unchanged.
The 25% increase corresponds to the 24,3 % of accumulated inflation that the European Union has estimated for the eurozone between 2013, the year of publication of the Directive, and 2023, the year of publication of the Delegated Directive.
Classification system
In order to understand the magnitude of these adjustments, it is crucial to understand how the terms of business size are defined. The Directive establishes the categories by which the size of the company are classified; micro-company, small company, medium company and large company and small, medium and large groups of companies.
The classification system follows three criteria: balance sheet total, net turnover and average number of employees during the financial year; for each of which a threshold is established in each of the categories of the company and the group. In this way the company or the group belong to the group in which they fulfil 2 of the 3 criteria without going beyond their limits at the end of the financial year.
Since 2013, the thresholds have not experienced changes in any of the categories and, taking into account that two of them are exclusively financial, it seems reasonable to update them in line with inflation if the aim is to maintain the same level of requirement and proportionality of the classification system. For this reason the Commission has modified the Directive, adapting the criteria which determine the size of companies in relation to the inflation experienced during the previous decade, and in particular, that which we have lived with during the last couple of years.
The updated classification system reads as follows:
I. Companies
a) Microbusiness
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 350.000 € | 450.000 € |
| Net turnover | 700.000 € | 900.000 € |
b) Small company
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 4.000.000 € | 5.000.000 € |
| Net turnover | 8.000.000 € | 10.000.000 € |
c) Medium company
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 20.000.000 € | 25.000.000 € |
| Net turnover | 40.000.000 € | 50.000.000 € |
d) Large company
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 20.000.000 € | 25.000.000 € |
| Net turnover | 40.000.000 € | 50.000.000 € |
II. Group of companies
a) Small groups
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 4.000.000 € | 5.000.000 € |
| Net turnover | 8.000.000 € | 10.000.000 € |
b) Medium groups
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 20.000.000 € | 25.000.000 € |
| Net turnover | 40.000.000 € | 50.000.000 € |
c) Large groups
| Threshold since 2013 | Current Threshold (2023) | |
|---|---|---|
| Balance sheet total | 20.000.000 € | 25.000.000 € |
| Net turnover | 40.000.000 € | 50.000.000 € |
As for the thresholds of the categories for small companies and small groups, the member states may define greater thresholds than those established in the Directive up to an updated maximum of seven and a half million Euros (7,500,000 €) on the balance sheet total and fifteen million Euros (15,000,000) of net turnover.
Impact and transposition of the Directive into the Spanish legal system
This measure has important legal and financial implications, especially with regard to the presentation of financial statements and other information obligations for companies in the European Union and Spain. Likewise, it is expected that these adjustments reduce the administrative burden and exempt some companies from certain information obligations, particularly limited liability companies with a small turnover.
The European lawmaker has undertaken a necessary action in the current inflationary context, that is, updating all amounts upon which inflation has a special impact and which are relevant when determining the legal and tax implication for companies, such as the level of turnover. However, said action is not very common in our legal system.
Nevertheless, we still have to wait for the Directive to take full effect in Spanish law. Specifically, the Spanish lawmaker will have to adapt the Commercial Code, the Spanish Companies Act (Ley de Sociedades de Capital hereinafter “LSC”), the Account Auditing Act and all those legal provisions which affect the aforementioned category of companies and groups or implement the above laws such as the General Accounting Plan for SME’s and the General Accounting Plan (Royal Decree 1514/2007 of 16th November).
The transposition of the Directive into the Spanish legal system is particularly relevant in relation to the obligation of accounting information in the annual accounts of joint-stock and limited companies, established in the Spanish Companies Act, particularly, the obligation to formulate or not the balance sheet (Article 257 of the LSC) or the obligation to present an abbreviated report (Article 261 of the LSC).
Lastly, it should be taken into consideration that the new thresholds established in the Directive will apply for fiscal years commencing from 1st January 2023, although it allows member states to apply them for fiscal years beginning as from 2023. Spain is expected to adopt the new provisions of the Directive for fiscal years beginning on or after 1st January 2024.
Julio González
Vilá Abogados
For more information, please contact:
15th March 2024
