Iberinform, a subsidiary of Crédito y Caución, has published its annual study of companies that are shown as active in the registers without any real activity. The figure confirms that Spain has a very large number of «dormant» companies: they are still legally alive, but they do not file accounts or register any acts. We explain what the study says and what risks these companies, their directors and those who do business with them face.
What the Iberinform study says
The study treats as having no real activity those companies which, although shown as active, have not published any acts in the Official Gazette of the Companies Register (BORME) or filed accounts in recent years. The main figures are as follows:
- 1,966,938 companies active on the register but with no real activity, 46% of the total, a «slight deterioration» compared with 2025.
- Filings of 2024 annual accounts, the last complete financial year, are 6.6% lower than the record high of 2021, with a slight downward trend since 2022.
| Region | Active companies with no real activity |
|---|---|
| Ceuta and Melilla | 52% |
| Canary Islands and Andalusia | 49% |
| Valencian Community and Region of Murcia | 47% |
| Madrid and Castile-La Mancha | 44% |
| Aragon and Extremadura | 37% |
| Basque Country | 36% |
| Navarre | 35% |
| La Rioja | 31% |
The Valencian Community and the Region of Murcia, where we work every day, are above the national average. The figure should be read with caution: it comes from a study by a private business information company, not from official statistics, and it does not specify how many years without filing it uses as its criterion.
No activity does not mean no obligations
A company that stops trading does not cease to exist on its own. Until it is dissolved, wound up and its registry sheet is cancelled, it remains subject to the same company-law obligations as any other company:
- Preparing the annual accounts within three months of the financial year-end and submitting them for approval by the general meeting (arts. 253 and 164 of the Spanish Companies Act, LSC). We explain the full timetable in our article on the deadlines for the annual accounts.
- Filing them with the Companies Register within the month following their approval (art. 279 LSC), even if the figures are minimal or zero. We cover this in detail in filing the accounts: deadline and consequences of failing to file.
- Keeping a board of directors in office, since the directors are responsible for complying with these obligations.
What a company that does not file its accounts risks
| Consequence | What it involves | Provision |
|---|---|---|
| Closure of the registry sheet | No document relating to the company is registered while the failure continues, except for certain cases such as the removal or resignation of directors, the revocation of powers of attorney or the dissolution of the company | Art. 282 LSC |
| ICAC fine | €1,200 to €60,000, and up to €300,000 per year of delay if turnover exceeds €6,000,000; 50% reduction if the accounts are filed before the proceedings begin | Art. 283 LSC |
| Insolvency classified as culpable | Wilful misconduct or gross negligence is presumed if the debtor failed to file its approved accounts for any of the three financial years preceding the declaration of insolvency | Art. 444.3.º TRLC |
| Directors’ liability | The company, the shareholders and the creditors may claim from the directors the damage caused by their breach of duty | Arts. 236, 238 and 241 LSC |
If the insolvency proceedings (concurso de acreedores) are classified as culpable under the Spanish Consolidated Insolvency Act (TRLC), the directors may be disqualified and ordered to cover the insolvency shortfall, so the risk is not limited to the company.
More than one year of inactivity is a ground for dissolution
Ceasing to carry on the activity that constitutes the company’s corporate purpose is a statutory ground for dissolution, and the law deems that cessation to have occurred after a period of inactivity of more than one year (art. 363.1.a LSC). When this ground arises, the directors must call a general meeting within two months to resolve on dissolution or adopt measures to avoid it (art. 365 LSC). If they do not, they are jointly and severally liable for the company’s obligations arising after the ground for dissolution (art. 367 LSC).
In practice, many «dormant» companies are in breach on two counts at once: they do not file accounts and they have not resolved to dissolve despite years without activity. For the director, this is the scenario of greatest personal exposure.
What to do if you have a company with no activity
| Situation | Reasonable option |
|---|---|
| The company will resume trading or still holds assets | Prepare, approve and file the outstanding accounts to lift the closure of the registry sheet, and document the plan to reactivate it |
| There is no intention of reactivating it | Resolve on an orderly dissolution and winding-up and cancel the registry sheet, after bringing the outstanding accounts up to date |
| The company has debts it cannot pay | Analyse its financial position and, with legal advice, assess the alternatives, including insolvency proceedings, before the deadlines start to run |
In all three cases, the first step is the same: reconstruct the accounting records and prepare reliable annual accounts for the outstanding financial years. If the position is regularised before the ICAC opens proceedings, the fine is imposed at its minimum level and reduced by half (art. 283 LSC).
Why it also matters to those who do business with them
Filed accounts are the main public source for assessing the solvency of a customer, a supplier or a company you are looking to acquire. A company that has not filed for years is a warning sign: it is advisable to request an information note (nota informativa) from the Companies Register, check who its directors are and which accounts have been filed and, in significant transactions, carry out a more in-depth review. We explain the indicators worth monitoring in customers and suppliers in our article on the footwear crisis and financial indicators.
Frequently asked questions
Does a company with no activity have to file its accounts?
Yes. The obligation to prepare, approve and file the annual accounts remains in place until the company ceases to exist, even if it has no income or transactions (arts. 253 and 279 LSC).
Is the company dissolved automatically because it has no activity?
No. Inactivity for more than one year is a ground for dissolution (art. 363.1.a LSC), but the dissolution must be resolved by the general meeting or, failing that, by the court. In the meantime, directors who do not take steps towards dissolution are liable for the company’s subsequent debts (art. 367 LSC).
Can I file the accounts for past financial years now?
Yes, and it is advisable to do so: it allows the closure of the registry sheet to be lifted and, if done before the penalty proceedings begin, the ICAC fine is reduced by 50%. The accounts must have been prepared and approved by the general meeting.
Does an inactive company need an audit?
Only if it exceeds the statutory thresholds, which is unusual without activity, or if an audit is required for another reason. If the shareholders or a buyer want certainty about the figures, a voluntary audit can be commissioned.
Sources
- Iberinform: Spain has 1,966,938 companies active on the register that do not publish acts or file accounts (15/10/2026)
- Spanish Companies Act, consolidated text (BOE): arts. 164, 236, 238, 241, 253, 279, 282, 283, 363, 365 and 367
- Spanish Consolidated Insolvency Act, consolidated text (BOE): art. 444
- Spanish Institute of Accounting and Auditing (ICAC)
- Colegio de Registradores de España (Spanish Association of Registrars)
If you need to bring a company’s accounts up to date, we can help with the preparation of annual accounts and, where appropriate, with their audit. If you are going to buy a business or deal with a company you have doubts about, our due diligence gives you a reliable picture of its position, and if the company is in difficulty we can prepare a viability plan. We work as auditors in Alicante with companies throughout Spain. Contact us and we will analyse your case.
Article prepared by Controlaudit’s technical team. Published 20/10/2026. Information only; it does not replace professional advice on your specific case.