The audit report is an essential element in corporate accountability, as it ensures the transparency, reliability, and accuracy of the financial information recorded in the Commercial Registry. A few years ago, when an auditor issued an adverse opinion, the Commercial Registry would typically reject the filing of the accounts.
However, in recent years, the approach has shifted toward allowing the filing of accounts even when the audit report contains an adverse opinion. This trend has been fully consolidated in the Resolution of June 10th, 2025, issued by the General Directorate for Legal Security and Public Trust (DGSJFP). The most relevant facts of the case analysed in that resolution are as follows:
On January 17th, 2025, the annual accounts for fiscal year 2021 of the company Empresa Pública Aguas de Cuenca, S.A. were submitted to the Commercial Registry of Cuenca. In 2021, the company had agreed to dissolve, as part of the necessary steps toward liquidation. The registrar denied the filing, since the accompanying audit report expressed an adverse opinion, stating that “the accounts do not present, in all material respects, a true and fair view of the company’s assets and financial position.”
In response to this refusal, the company’s liquidator filed an appeal before the DGSJFP, arguing that an adverse opinion should not automatically result in the rejection of the filing. What mattered, he maintained, was that the audit had been carried out in accordance with the law. He also pointed out that the rejection hindered the liquidation process, since the submission and filing of the accounts is an essential requirement for completing it.
The discussion centered on the interpretation of Article 279 of the Spanish Companies Act and Law 22/2015 on Auditing, which require that annual accounts be audited and that the corresponding audit report be submitted to the Commercial Registry. According to these laws, the auditor must state whether the accounts present a true and fair view of the company’s assets, financial position, and results.
For years, the DGSJFP had maintained a strict position: if the audit report was adverse or disclaimed, the registrar had to reject the filing, on the grounds that the accounts did not meet the legal requirement of reflecting a true and fair view. This often led to administrative deadlocks, forcing companies to restate their accounts before fulfilling their filing obligations.
However, the Resolution of June 10th, 2025, confirmed a doctrine that had already begun to emerge, for example, from the Resolution of October 3rd, 2023, which allowed the filing of accounts accompanied by an audit report with an adverse opinion due to the lack of documentation provided by the company.
The DGSJFP stated that the purpose of the filing process is not to guarantee the quality of the accounts’ content, but rather to verify that the audit has been carried out in accordance with legal procedure. Therefore, the filing may only be rejected if the audit has not been performed or could not be carried out due to the company’s lack of cooperation or the absence of sufficient accounting documentation. If an audit report exists, even with an adverse opinion, the legal obligation to audit is considered formally fulfilled, and the filing must be accepted. In other words, an adverse opinion does not equate to the absence of an audit.
The DGSJFP thus distinguishes between two scenarios:
1) Audit performed and report issued (even if adverse): the filing must be accepted.
2) Audit not performed or report missing due to noncompliance: the filing must be rejected.
Applying this criterion, the DGSJFP upheld the liquidator’s appeal and overturned the decision of the Commercial Registry of Cuenca, ordering that the filing of Aguas de Cuenca, S.A.’s accounts be accepted.
This decision has significant practical implications. First, it clarifies that a negative audit report does not, in itself, prevent the filing of accounts, since the Commercial Registry should not assess the quality of the accounts, but only verify the existence of the audit process. Second, it provides legal certainty in complex contexts — such as liquidations or restructurings — where compliance with formal obligations is essential in order to move forward with administrative matters.
Joan Lluís Rubio
Vilá Abogados
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31st of October 2025
