April is a good time for a final review of the 2025 accounts: a defect detected now costs less to correct than after the general meeting has been called. We review the requirements of the Spanish Companies Act (LSC) and the most common errors.
Preparation within three months and signature by all the directors
Within a maximum of three months from the year-end, the directors must prepare the annual accounts, the management report (which will include, where applicable, the non-financial information statement) and the proposed appropriation of profit or loss (art. 253.1 LSC). The accounts comprise the balance sheet, profit and loss account, statement of changes in equity, statement of cash flows and notes, which form a single whole (art. 254 LSC); under the abridged formats not all of them are mandatory, so check that the format used is the right one.
The accounts and the management report must be signed by all the directors. If a signature is missing, this must be stated on each document from which it is missing, with an express indication of the reason (art. 253.2 LSC).
Do you need a management report?
Companies that prepare an abridged balance sheet and statement of changes in equity are not required to prepare a management report (art. 262.3 LSC). If the company cannot use that format, the report is mandatory and covers, among other matters, business performance, the main risks, events after the reporting period and expected developments (art. 262.1 and 262.2 LSC). Companies that cannot present an abridged profit and loss account must also state their average supplier payment period in it.
If the company is audited: the report before the meeting is called
The auditor has at least one month from receiving the accounts signed by the directors to submit the report (art. 270.1 LSC). From the time the meeting is called, any shareholder may obtain, immediately and free of charge, the documents submitted for approval and, where applicable, the management report and the auditor’s report, and the notice of meeting must mention that right (art. 272.2 LSC). The report must therefore be issued before the meeting is called.
If the accounts had to be re-prepared after the report was delivered, the auditor would issue a new report (art. 270.2 LSC): it is better to finalise all adjustments before signing.
Checklist before calling the meeting
| Item | What to review | Provision |
|---|---|---|
| Date of preparation | That it is stated and falls within three months of the year-end | Art. 253.1 LSC |
| Signatures | Signature of all the directors or an express reason for any missing signature | Art. 253.2 LSC |
| Documents | Balance sheet, profit and loss account, the statements that apply and notes | Art. 254 LSC |
| Management report | If the company cannot prepare an abridged balance sheet, that it exists and is signed | Art. 262 LSC |
| Average payment period | That it is expressly disclosed in the notes | Additional Provision 3 of Law 15/2010 |
| Auditor’s report | Issued on the prepared accounts before the meeting is called | Arts. 270 and 272.2 LSC |
| Proposed appropriation of profit or loss | That it has been prepared together with the accounts | Art. 253.1 LSC |
Common errors
- Incomplete notes. It is common to reuse the previous year’s notes without updating them or without the disclosures required by the format, such as related party transactions or guarantees given.
- Average payment period. All companies must expressly disclose their average supplier payment period in the notes (Additional Provision 3.1 of Law 15/2010). Unlisted companies that do not prepare abridged accounts must add the amount and number of invoices paid within the legal deadline (Additional Provision 3.3).
- Subsequent events. The loss of a major customer, litigation or new financing after the year-end must be assessed to decide whether they require an adjustment or, at least, disclosure in the notes and the management report.
- Inconsistencies between documents. Different figures in the balance sheet, notes and proposed appropriation of profit or loss, or a management report that does not agree with the accounts, which the auditor checks (art. 268 LSC).
Frequently asked questions
What happens if the accounts were prepared after 31/03/2026?
Late preparation breaches art. 253.1 LSC, but it does not prevent approval, because the annual general meeting is valid even if held late (art. 164.2 LSC). It does, however, delay the audit, the meeting and the filing.
Can a shareholder examine the accounting records?
In private limited companies, unless the articles of association provide otherwise, shareholders representing at least 5% of the share capital may examine at the registered office, alone or with an accounting expert, the documents supporting the accounts (art. 272.3 LSC).
Can the meeting be called before the auditor’s report is available?
It is not advisable: from the time the meeting is called, shareholders are entitled to obtain the auditor’s report (art. 272.2 LSC), and without the report that right cannot be met.
Official sources
- Spanish Companies Act, consolidated text (BOE): arts. 164, 253, 254, 262, 263, 268, 270 and 272
- Law 15/2010 on measures to combat late payment, consolidated text (BOE): Additional Provision 3
If you need the auditor’s report in time for the general meeting, see our audit of annual accounts service; to prepare the notes and management report, our preparation of annual accounts service. We work with companies throughout the province, as we explain on auditors in Alicante. Contact our team and we will review your case.
The next step is approving the accounts: we explain how to prepare the annual general meeting before 30 June.
Article prepared by Controlaudit’s technical team. Published 21/04/2026. Reviewed 08/10/2026. Information only; it does not replace professional advice on your specific case.