On 9th April 2015 the Official State Gazette published a resolution from the
Directorate General for Registers and Notaries passed on 13th March of this year, which once again deals with the matter of the extent of the Registrar’s statement of validity where annual accounts are concerned.
On the surface, it seems that the legal provision is clear in the light of article 280.1 of the Capital Companies Act, according to which, under his own responsibility, the Registrar decides whether the documents filed are those required by law, whether they have been duly passed by a general meeting and whether the mandatory signatures figure on the documents.
However, the resolution of the 13th March confirms that the statement of validity is not limited by the aforementioned article, and that the validity of the documents filed may be qualified by their contents and taking into account previous registry entries.
The capacity of the registrars to not only qualify the validity of the certificate filed with the annual accounts, but also the content of the accounts stems from this resolution. This extension does not seem to have clear limits and may cause problems in the future.
Vilá Abogados
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17th April 2015
