Auditor’s reports required by company law in corporate transactions, review engagements and agreed-upon procedures, issued by an audit firm registered with Spain’s Official Register of Statutory Auditors (ROAC).
Reviewed by Controlaudit's audit team · Firm registered with the ROAC under no. S1604 · Updated 13 October 2026
We provide special reports and assurance services in three main groups.
It is important to distinguish the level of assurance provided by each engagement:
Art. 2.5 of the RLAC prohibits presenting these last two types of engagement as auditor's reports on accounts.
The company law cases are set out in the consolidated text of the Spanish Companies Act and, for conversions, mergers and divisions, in Book One of Royal Decree-Law 5/2023, which governs structural changes.
The legislation determines who may issue the report:
The balance sheets on which the transaction is based are subject to a maximum age: six months for a capital increase out of reserves and for a reduction to offset losses. In a merger, the last annual balance sheet may be used if it was closed within the six months preceding the merger plan (art. 43 RDL 5/2023).
Review engagements and agreed-upon procedures are governed by IAASB international standards and not by the Spanish Audit Act (Law 22/2015), as they are not audits of accounts (art. 2.3 RLAC).
| Situation | Rule | What it means |
|---|---|---|
| Capital increase by offsetting receivables in a public limited company | Art. 301.3 LSC | Certificate from the company's auditor confirming the accuracy of the information on the receivables. If there is no auditor, the Companies Register appoints one. In a private limited company (sociedad limitada) the directors' report is sufficient (art. 301.2) |
| Capital increase out of reserves | Art. 303.2 LSC | Balance sheet approved by the general meeting, no more than six months old, audited by the company's auditor or by one appointed by the Companies Register |
| Capital reduction to offset losses | Art. 323 LSC | Balance sheet no more than six months old, audited by the auditor. If the company is not required to be audited, the directors appoint one |
| Contributions in kind in a public limited company | Arts. 67 and 69 LSC | Report by an independent expert appointed by the registrar, except in the cases listed in art. 69 |
| Exclusion of pre-emption rights in a public limited company | Art. 308.2.a) LSC | Report by an independent expert, other than the company's auditor, appointed by the Companies Register |
| Conversion | Arts. 20.3 and 22 RDL 5/2023 | Auditor's report on the balance sheet if the company is required to be audited. An expert is only needed if it converts into a public limited company or a partnership limited by shares |
| Merger and division | Arts. 41, 43, 44 and 63 RDL 5/2023 | Merger balance sheet audited by the auditor if there is an audit requirement. Experts' report where a public limited company or a partnership limited by shares is involved |
| Grants of more than €30,000 | Art. 13.3 bis Law 38/2003 | Companies that cannot present an abridged profit and loss account prove their payment periods with an auditor's certificate or an agreed-upon procedures report |
Review of complete or interim financial statements through enquiries and analytical procedures, providing limited assurance. Useful for banks, investors and parent companies.
We perform the specific procedures agreed with you or set out in grant rules, and report the findings without expressing an opinion. Used, for example, to evidence payment periods, meet loan conditions (covenants) or check specific items.
Audit of the balance sheet on which a capital increase out of reserves (art. 303.2 LSC) or a reduction to offset losses (art. 323 LSC) is based, within the six-month period.
Auditor's certificate on the accuracy of the information on the receivables to be offset, checked against the accounting records (art. 301.3 LSC), for inclusion in the public deed.
Independent expert's report on the valuation of the assets contributed to a public limited company, when the registrar appoints us (arts. 67 to 69 LSC).
Auditor's report on the conversion balance sheet and, if the company converts into a public limited company, valuation of the contributions in kind (arts. 20 and 22 RDL 5/2023).
Audit of the merger or division balance sheet and, when the registrar appoints us, an independent expert's report on the plan (arts. 41 to 44 and 63 RDL 5/2023).
Additional certificates requested by regulators, banks or grant rules.
We identify the applicable rule, which report is needed and who must issue it: the company's auditor, one appointed by the Companies Register or an independent expert. We do this within two or three days.
We sign the engagement or advise you on requesting an appointment from the Companies Register, and we check that there are no incompatibilities.
We review the balance sheet or the information covered by the report and the supporting documentation. This usually takes one to four weeks, depending on the scope.
We discuss the draft with the directors and obtain the representation letter.
We issue the report in time for the general meeting to be called or for the deed to be signed, taking into account the maximum age of the balance sheet.
Under art. 301 of the Spanish Companies Act (LSC), no. In a private limited company (sociedad limitada) the receivables must be fully liquid and due, and a directors’ report stating that they agree with the accounting records is sufficient. The auditor’s certificate is mandatory in a public limited company (sociedad anónima) (art. 301.3 LSC).
An audit provides reasonable assurance and ends in an opinion. A review is based mainly on enquiries and analytical procedures, provides limited assurance and its conclusion is negative: nothing has been found to suggest that the information is not correct. It is quicker, but it does not replace an audit where the law requires one.
It depends on the transaction. The certificate on receivables, the balance sheet for a capital increase out of reserves, the balance sheet for a reduction to offset losses and the merger balance sheet are a matter for the company’s auditor, if it has one. By contrast, when pre-emption rights are excluded in a public limited company the expert must be someone other than the auditor (art. 308.2.a LSC), and for convertible bonds a different auditor is also required (art. 414.2 LSC).
For a capital increase out of reserves and for a reduction to offset losses, no more than six months before the resolution (arts. 303.2 and 323 LSC). In a merger, the last annual balance sheet may be used if it was closed within the six months preceding the merger plan; otherwise, a balance sheet closed after the first day of the third month preceding the plan must be prepared (art. 43 RDL 5/2023). In a conversion, the balance sheet must be closed within the six months preceding the general meeting.
The balance sheet must still be audited by an auditor. If the company is not required to have its accounts audited, art. 323 LSC allows the directors themselves to appoint the auditor. The balance sheet and the report are included in the public deed of reduction.
If your company cannot present an abridged profit and loss account, it must show that it complies with supplier payment deadlines. It can do so with an auditor’s certificate based on the audited notes or, if that is not possible, with an agreed-upon procedures report (art. 13.3 bis of the Spanish General Grants Act, Law 38/2003). Companies that can present an abridged profit and loss account may provide a statement from the board of directors.
Legislation cited on this page, linked to its official text (in Spanish):
General information updated as at 13/10/2026. It does not replace an analysis of your specific case.
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