In accordance with the publication on the 30th of May 2023 in the Official State Gazette No. 128 of the Resolution of the 18th of May 2023 of the Directorate General for Legal Security and Public Faith, changes will come into force for the preparation of the Annual Accounts for the year 2022, referring to the forms to be filed with the Mercantile Register by the parties obliged to publish them:
Governing Body
The percentage of women in the management body is requested and should be detailed on the page identified as IDA1.
Actual Ownership
On the page identified as AO:
- The status date existing at the time of the approval of the accounts to which the certification of the accounts relates should be entered, by first selecting the type of update of the identification data of the beneficial owner. That is to say, whether it is a first-time filing, an update or a modification of the information
- It is the responsibility of the company’s directors to rectify the company’s registry data that is out of date due to any changes that have occurred and that have caused the situation of the actual ownership of the company to change
- Additional fields are created for the identification of the natural person, where the type of identity document and the country of issue must be specified
- The beneficial ownership is broken down according to the type of control, with table I.a for the percentage shareholding above 25% and table I.b to specify the shareholding by voting rights also above 25%
- In each type of control, the percentage of direct or indirect partitions will have to be reported, as another of the changes made in this resolution is the introduction of the following tables:
- Tables I and III for the breakdown of control in percentages through direct or indirect equity holdings and control through voting rights, respectively
- Tables IV.a and IV.b to detail the shareholdings of each of the companies involved in the chain of control up to the beneficial owner. Table IV.a is for control through shareholdings and Table IV.b for control through voting rights.
| Actual Ownership (Natural Person) | % Direct (capital exceeding 25% or voting rights exceeding 25%) | % Indirect (capital exceeding 25% or voting rights exceeding 25%) |
| Actual Ownership (Natural Person) | Level in the chain of control (shareholding or voting rights) | Company |
| Ownership Real (Natural Person) | Participating Company | Participated Company | % Direct (shareholding or voting rights) |
COVID-19
The COVID-19 Declaration is removed from the form.
Failure to correctly fill in the tables included in this latest reform prevents the Annual Accounts from being filed with the Mercantile Register.
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