The criteria that determine when a company incurs the obligation to audit are regulated in the Capital Companies Act, specifically in Article 257 of Royal Legislative Decree 1/2010 of 2 July
The criteria that determine when a company incurs the obligation to audit are regulated in the Capital Companies Act, specifically in article 257 of Royal Legislative Decree 1/2010 of 2 July.
As we already know, commercial legislation obliges all business owners to keep orderly accounts, appropriate to their company’s activity, which allow for the chronological monitoring of all their operations, as well as the periodic preparation of balance sheets and inventories. Necessarily, without prejudice to the provisions of special laws or regulations, the following must be kept: a book of inventories and annual accounts and another journal, and, in addition, a book of minutes and a register of shareholders must be kept.
In accordance with the provisions of Article 34 of the Commercial Code, at the end of the financial year, the entrepreneur must draw up the annual accounts of his company, which shall include:
- The Balance Sheet
- The Profit and Loss Account
- The Annual Report
- The Statement of Changes in Equity
- The Statement of Cash Flows.
The Statement of Cash Flows and the Statement of Changes in Equity are not mandatory for companies that may present the Balance Sheet and Annual Report in abridged form, nor for companies that may apply the PGC SME.
The obligation to audit the annual accounts
The audit of the annual accounts consists of verifying these accounts to determine whether they give a true and fair view of the company’s net worth, financial position, and results in accordance with the applicable financial reporting framework. It is a practice that gives quality and reliability to the economic and financial information of a given company in the eyes of third parties who require such information. The main objective of the audit is to guarantee the authenticity of a company’s annual accounts.
Which companies are obliged to audit their annual accounts?
In addition to the special provisions laid down in Royal Decree 1517/2011, of 31 October, approving the Regulations implementing the revised text of the Accounts Auditing Act, which may result in a company having to submit its annual accounts to an accounts audit, the limits established in Article 257 of Royal Legislative Decree 1/2010, of 2 July, approving the revised text of the Capital Companies Act, must also be considered.
Specifically, a company will have to audit its accounts if for two continuous financial years it meets two of these three requirements:
- When the net turnover exceeds 5,700,000 euros.
- When its total assets exceed 2,850,000 euros.
- When the average number of employees during the financial year exceeds 50.
To be obliged to do so, the company must comply with two of the three thresholds for two years in a row. It is important to bear this in mind, as this is not the case for many companies, which means that they do not have to comply with the obligation to audit their annual accounts.
In the case of a company’s first financial year, only that financial year will be taken into account to check whether it meets at least two of the above parameters.
Compulsory audit for working with the Public Sector
Regardless of the size of the company, an external audit of the annual accounts will be compulsory when during the financial year subsidies or aid has been received from the budgets of the Public Administrations or from European Union funds for a total accumulated amount of more than 600,000 euros.
In this case, the compulsory audit corresponds to the annual accounts corresponding to the financial year in which such amount of aid is received and to the financial years in which the operations are carried out or the corresponding investments are executed.
In addition, an audit shall also be compulsory when, during a financial year, contracts have been entered into with the Public Sector for an aggregate total amount exceeding 600,000 euros, and this represents more than 50 % of the net amount of its annual turnover.
In this case, the compulsory audit shall correspond both to the annual accounts of that financial year and to those of the following year.
Statutory audit by type of activity
An external audit of the annual accounts shall also be compulsory when one of the following circumstances is met:
- When the entity issues securities admitted to trading on official secondary securities markets or multilateral trading facilities.
- When the institution issues bonds in public offerings.
- If the institution habitually engages in financial intermediation and, in any event, credit institutions, investment services firms, companies managing official secondary markets, entities managing multilateral trading systems, systems company, central counterparties, The Stock Exchange Society, investment guarantee fund management companies and other financial institutions, including collective investment institutions, securitization funds and their managers, registered in the corresponding registers of the Bank of Spain and the National Securities Market Commission.
- If the corporate purpose of the institution is any activity subject to the Consolidated Text of the Law on the Regulation and Supervision of Private Insurance, approved by Royal Legislative Decree 6/2004, of 29 October, as well as pension funds and their management companies.
- When it is a housing cooperative and meets any of the following conditions:
- That has more than 50 premises and/or dwellings in development.
- When the development corresponds to different phases, or when they are built in different blocks that constitute different developments, irrespective of the number of dwellings and premises under development.
- When the cooperative has granted powers of attorney relating to business management to natural or legal persons other than the members of the Governing Council.
Other grounds for auditing the accounts
Finally, an audit of the accounts will also be compulsory when this obligation is included in the company’s articles of association, when so agreed by the members at a general meeting or if the members representing 5% or more of the share capital request it from the company registrar of the registered office, provided that three months have not elapsed since the closing date of the financial year in question.
For further information, please consult a tax advisor.