Negative assessment and closed sheet: unblocking your company at the Commercial Registry

When you submit a deed or a document to the Commercial Registry, the registrar examines it (assesses it) within a maximum period of 15 days from the presentation entry (art. 18 of the Código de Comercio). If they find defects, they issue a negative assessment: the document is not registered and you receive a note with the detected defects and their legal basis.

The defects can be correctable (a missing document, a signature legitimation, a detail of the agreement) or uncorrectable (the act, as granted, cannot access the Registry). In the first case it is corrected and the registrar assesses it again; in the second case the title must be granted again or the assessment must be disputed through an appeal.

The controlling clock is the presentation entry: in the Commercial Registry it has a validity of 2 months (art. 43 RRM) and of 5 months if it is a deposit of accounts (art. 367 RRM). Once the negative assessment is notified, the entry is extended for 60 days from the last notification so that you can correct or appeal without losing priority (art. 323 of the Ley Hipotecaria). If you let the entry expire, any incompatible title presented afterwards could overtake you.

The fastest route is almost always to correct: provide what is missing, rectify the deed or complete the agreement, and resubmit within the validity of the entry. The registrar themselves assesses it again and, if the defect is corrected, registers it.

If you do not agree with the assessment, you can request that the title be reviewed by another registrar: this is the substitute assessment of art. 19 bis of the Ley Hipotecaria, which must be requested within 15 days following the notification according to the substitution table. If the substitute considers that the assessment was incorrect, they order the registration to be carried out; if they confirm it, you can still appeal.

The administrative appeal before the Directorate General of Legal Security and Public Faith (DGSJFP) is filed within a period of 1 month from the notification (art. 326 LH) and is submitted to the same registry that issued the assessment. The DGSJFP must resolve it in 3 months; if it does not do so, the appeal is understood to be dismissed by silence. Against the assessment or against the express resolution, a judicial lawsuit can also be filed within a period of 2 months from its notification; if the appeal is dismissed by silence, the deadline to sue is 5 months and 1 day from the date the appeal was filed (arts. 324 and 328 LH).

Managora analyses your assessment note, tells you which defect can be fixed and which route is best, and drafts and submits the correction document or the appeal for you. You can order it from the Correction and appeal of registry assessment page, where you will see the updated amount.

The closure of the sheet is a block: while it lasts, the registrar does not register the company documents (appointments, powers of attorney, changes of address, capital increases). The 3 typical causes are the following.

Lack of deposit of annual accounts: if 1 year passes from the end of the financial year without the approved accounts being deposited, the sheet is closed (art. 282 of the Ley de Sociedades de Capital and art. 378 RRM). It is, by far, the most frequent cause.

Provisional deregistration in the entity index of the AEAT: Hacienda (the Spanish tax authority) agrees to the deregistration when the company is declared failed due to total insolvency towards the Public Treasury or when it does not submit the Corporate Tax return for 3 consecutive tax periods (art. 119 of Ley 27/2014). The agreement is communicated to the Registry, which extends a marginal note of closure (art. 96 RRM).

Revocation of the NIF: this is the most severe closure (disposición adicional sexta of the Ley General Tributaria). Once the revocation is published, no registration is possible, no notario (Spanish notary) can authorise deeds for the entity and credit institutions block charges and payments in its accounts. There are also minor and temporary closures, such as the 6 months for certification for a change of address (art. 19.3 RRM). Several causes can occur at the same time: they must all be lifted.

It depends on the cause. With a closure due to a lack of deposit of accounts, the law allows the dismissal or resignation of administrators, managers, general directors and liquidators, the revocation or resignation of powers of attorney, the dissolution of the company and the appointment of liquidators, and the entries ordered by judicial or administrative authority (art. 282 LSC). An administrator who wants to disassociate themselves can register their dismissal, but the appointment of their substitute will remain on hold until the reopening.

With a closure due to deregistration in the AEAT index, the filter is much stricter: only entries ordered by the judicial authority and acts that are a necessary prerequisite for reopening, that is, registration in the index, can access; art. 96 RRM also admits the deposit of annual accounts. With a revoked NIF, no registration is carried out until the NIF is rehabilitated.

Closure due to accounts: it is lifted by depositing the pending accounts. According to the consolidated doctrine of the DGSJFP, it is enough to deposit those of the last 3 financial years, because the infringement of the previous ones is prescribed. Alternative: if the accounts were not deposited because the board did not approve them, this lack of approval is proven by certification of the administrative body with legitimised signatures or a notarial act of the board (art. 378.5 and 378.7 RRM), justifying the situation every 6 months. Pay attention to the order: the Registry does not admit the deposit of a financial year while the previous one is missing.

Closure due to deregistration in the index: it is lifted by regularising the situation with the AEAT, submitting the pending Corporate Tax returns and addressing, where appropriate, the debts. Once the registration is obtained, the AEAT communicates it to the Registry (or the registration certification is provided) and the registrar cancels the marginal note.

Revoked NIF: rehabilitation is requested in writing to the AEAT (art. 147 of the Regulation approved by RD 1065/2007), proving that the company carries out a lawful and real economic activity, that its corporate purpose is true, where the management is effectively exercised and a coherent and verifiable census situation. Once the rehabilitation is published, the company regains access to the Registry, the notario and banking operations.

Managora does the complete job: we review your assessment note or an updated nota simple to identify the exact cause of the block, draft the correction document or the appeal to the DGSJFP, prepare and deposit the overdue annual accounts, and process the registration in the entity index or the rehabilitation of the NIF with the AEAT, depending on your case.

You only provide the starting documentation: the assessment and the title if the bottleneck is at the registry, or the accounting of the pending financial years if the closure is due to accounts. We submit everything electronically, follow the file until registration and deliver the receipts to you. You can see the updated amount on the page of each procedure: Correction and appeal of registry assessment, and Reopening of registry sheet. Order it today and we will start unblocking your company from day 1.