With the 2025 accounts prepared by the directors and, where applicable, audited, all that remains is their approval by the general meeting. If you have not yet reviewed the documentation, start with our article on what to review in the accounts prepared by the directors before calling the general meeting.
The deadline: the first six months of the financial year
The ordinary general meeting, duly convened for that purpose, must be held within the first six months of each financial year in order, where appropriate, to approve the management of the company and the accounts for the previous financial year and to resolve on the allocation of profit or loss (art. 164.1 LSC). For a 2025 financial year ending on 31/12/2025, the deadline is 30/06/2026.
Notice of meeting: who, how and how far in advance
The meeting is convened by the directors (art. 166 LSC), by means of a notice on the company’s registered website or, if it has none, in the Official Gazette of the Companies Register (BORME) and in a widely circulated newspaper in the province; the articles of association may provide for individual written notice to each shareholder (art. 173 LSC). The notice states the name of the company, the date and time, the agenda and the position of the person convening the meeting (art. 174 LSC), and must mention the shareholders’ right to obtain the accounts, the management report and the auditor’s report free of charge (art. 272.2 LSC).
| Type of company | Minimum notice period | Indicative latest notice date for a meeting on 30/06/2026 |
|---|---|---|
| Public limited company (SA) | One month | Around 30/05/2026 |
| Private limited company (SL) | Fifteen days | Around 15/06/2026 |
The dates are indicative. Where notice is given individually, the period runs from when the notice was sent to the last shareholder (art. 176.2 LSC); allow some margin.
Approval of the accounts and allocation of profit or loss
The annual accounts are approved by the general meeting (art. 272.1 LSC), which also resolves on the allocation of profit or loss in accordance with the approved balance sheet (art. 273.1 LSC). Before distributing dividends, check three limits:
- Equity and share capital. Dividends may only be paid out of profit for the year or freely distributable reserves if equity is not, and would not become as a result of the distribution, lower than the share capital. If losses from previous years reduce it below that level, profit must be used to offset them (art. 273.2 LSC).
- Research and development expenditure. Profits may not be distributed unless the available reserves are at least equal to the R&D expenditure recognised as an asset (art. 273.3 LSC).
- Legal reserve. 10% of profit must be allocated to the legal reserve until it reaches at least 20% of the share capital (art. 274.1 LSC).
Appointing or reappointing the auditor at the same meeting
The auditor is appointed by the general meeting before the end of the financial year to be audited, for an initial period of between three and nine years (art. 264.1 LSC). If the company must be audited for 2026 and the current appointment does not cover that year, including the item on the agenda of this meeting avoids having to call another before 31/12/2026. If the general meeting does not make the appointment in time, the directors or any shareholder may ask the commercial registrar to appoint one (art. 265.1 LSC).
Whether a company is required to be audited because of its size depends on the thresholds in art. 263.2 LSC: €2,850,000 in total assets, €5,700,000 in net turnover and an average of 50 employees. A bill to raise them was going through Parliament (Bill 121/000075, Official Gazette of the Spanish Parliament, BOCG, of 21/11/2025), but the current thresholds still apply today.
What if the meeting is held after 30 June?
The law is clear: the ordinary general meeting is valid even if it is convened or held late (art. 164.2 LSC). The delay does not invalidate the resolutions, but it pushes back the filing of the accounts, which must take place within the month following approval (art. 279.1 LSC).
Frequently asked questions
Can the accounts be approved without the auditor’s report?
If the company is required to be audited, the shareholders are entitled to obtain the report from the date of the notice of meeting (art. 272.2 LSC), and it must also be filed together with the accounts (art. 279.1 LSC). Approving the accounts without it is not advisable.
Is a notice of meeting necessary if all the shareholders agree?
No. If all the share capital is present or represented and those attending unanimously agree to hold it, the meeting is validly constituted as a universal meeting without prior notice (art. 178 LSC).
Can the general meeting appoint the auditor for a single year?
In a mandatory audit, not for the initial period: it must be from three to nine years (art. 264.1 LSC and art. 22.1 of the Spanish Audit Act, LAC). Once that period has ended, the auditor may be engaged for successive periods of up to three years and, if neither party states otherwise before the last audited accounts are approved, the contract is tacitly extended for three years (art. 22.1 LAC). These time limits do not apply to voluntary audits (art. 22.3 LAC).
Official sources
- Spanish Companies Act, consolidated text (BOE): arts. 164, 166, 173, 174, 176, 178, 263, 264, 265, 272, 273, 274 and 279
- Spanish Audit Act (Law 22/2015), consolidated text (BOE): art. 22
- Bill 121/000075 on size criteria (BOCG, 21/11/2025)
If you need to appoint or reappoint the auditor at this meeting, find out about our audit of annual accounts and special auditor’s reports services. We work with companies throughout the province, as we explain in auditors in Alicante. Contact us and we will advise you before 30/06/2026.
Article prepared by Controlaudit’s technical team. Published on 19/05/2026. Reviewed on 08/10/2026. Content for information only that is no substitute for professional advice on your specific case.