In August 2021, an interesting resolution of the General Directorate of Legal Security and Public Faith has been published in the Official State Gazette on an issue that affects commercial companies: the registry closure.
By Resolution of July 29, 2021, the registration of the resolutions adopted by the general meeting of a limited liability company regarding the termination and appointment of a sole administrator is denied due to the following reasons:
- The company has been provisionally deregistered in the Index of Entities of the Ministry of Finance, notified to the Registry for the purposes of the provisions of Articles 137 of Law 43/1995 on Corporate Income Tax and Art. 96 RRM.
- The company's corporate page is closed as determined by article 378 RRM due to the lack of deposit of the corresponding annual accounts.
- The company has a revoked tax identification number (CIF) according to the revocation order sent to the Registry by the Tax Agency.
In response to the appeal, the Directorate General of Legal Security and Public Faith, resolved that, if the closing of the registry were motivated only by the failure to comply with the obligation to deposit the annual accounts, the provisions of article 282 of the Capital Companies Act, as well as article 378.1 and the fifth transitory provision of the Regulations of the Mercantile Registry, would result in the registration of the termination of the administrator. However, since the closing of the registry has also occurred as a consequence of the provisional deregistration of the company in the IEAEAT, such registration is not possible. Article 119.2 of Law 27/2014 of 27 November on Corporate Income Tax establishes that, after registering the provisional deregistration of the company, no registration concerning the company may be made without the presentation of the certificate of registration in the index of entities.
In addition, with regard to the refusal of registration due to the revocation of the company's tax identification number, the DGSJFP states that when the revocation refers to the tax identification number of an entity, its publication in the BOE will imply the prohibition of access to any public registry, including those of an administrative nature, unless the tax identification number is reinstated. Thus, the DGSJFP concludes that indeed, the effect of total closure of the company's registered office is the same both in the case of provisional deregistration in the Index of Entities of the Ministry of Finance and in the case of revocation of the tax identification number, so that the registration cannot be carried out.
