{"id":1075,"date":"2026-10-02T12:45:00","date_gmt":"2026-10-02T10:45:00","guid":{"rendered":"https:\/\/www.controlaudit.es\/?p=1075"},"modified":"2026-10-14T09:40:10","modified_gmt":"2026-10-14T07:40:10","slug":"voluntary-audit-smes","status":"publish","type":"post","link":"https:\/\/www.controlaudit.es\/en\/blog\/voluntary-audit-smes\/","title":{"rendered":"Voluntary audit of accounts: when it pays off for an SME and how it works"},"content":{"rendered":"
In brief<\/b>An SME that is not required to be audited can commission a voluntary audit of its annual accounts. The Spanish Audit Act (Law 22\/2015) governs both mandatory and voluntary audits (Article 1.1 LAC), so the report has the same technical rigour. It usually pays off when the company is negotiating financing, has shareholders who are not involved in management, is preparing a sale or is approaching the mandatory audit limits.<\/div>\n

Many companies in the province of Alicante are below the limits in Article 263.2 of the Spanish Companies Act (LSC) and do not need to be audited. To check this, see our guide to mandatory audits and the thresholds in force in 2026<\/a>. Here we look at the other side: when it makes sense to be audited without being required to, and how the engagement is prepared.<\/p>\n

What is a voluntary audit and what is it worth?<\/h2>\n

It is the review of the annual accounts by an auditor registered with Spain\u2019s Official Register of Statutory Auditors (ROAC), commissioned by decision of the company itself. The LAC defines the audit of accounts as the review and verification of the annual accounts in order to issue a report on their reliability that may have effects vis-\u00e0-vis third parties (Article 1.2 LAC). The auditor applies the same auditing standards (International Standards on Auditing as adapted for Spain, NIA-ES) and the same independence requirements as in a mandatory audit.<\/p>\n

The result is an opinion on whether the accounts give a true and fair view in accordance with the Spanish General Accounting Plan (PGC) or the PGC for SMEs (PGC PYMES). It is based on reasonable assurance: it does not guarantee the viability of the business or the complete absence of errors.<\/p>\n

When does it pay off for an SME?<\/h2>\n

Bank financing and relations with third parties<\/h3>\n

Banks, suppliers with significant credit exposure or some customers may value audited accounts when analysing a transaction. The audit does not guarantee financing, but it provides information reviewed by an independent professional.<\/p>\n

Shareholders not involved in management<\/h3>\n

In family businesses or companies with investor shareholders, it gives everyone a verified view of the accounts approved by the general meeting, which is useful when dividends are distributed or when shareholders join or leave.<\/p>\n

Sales, mergers and new investors<\/h3>\n

If you plan to sell all or part of the company, having audited accounts for one or more financial years makes the buyer\u2019s review easier. The audit is not a substitute for due diligence<\/a>, which has a different scope, but it usually speeds it up.<\/p>\n

Preparing for a mandatory audit<\/h3>\n

A growing company approaching the limits of \u20ac2,850,000 in assets, \u20ac5,700,000 in net turnover or 50 employees can get ahead of the obligation. The first audit year requires the opening balances to be reviewed, and doing so in good time avoids surprises in the year in which the audit becomes mandatory. The reform intended to raise those limits had not been approved at the date of this update: the bill lapsed on 6 October 2026 when the Cortes Generales (the Spanish Parliament) were dissolved, as we explain in our article on the bill introducing new thresholds<\/a>.<\/p>\n

Internal control<\/h3>\n

During the work, the auditor may detect weaknesses in the collection, payment, inventory or accounts closing processes, and communicates to management any significant deficiencies in internal control identified. If what you are looking for is a broader review of processes and efficiency, a specific corporate strategy<\/a> engagement is a better fit.<\/p>\n

Differences from a mandatory audit<\/h2>\n\n\n\n\n\n\n\n\n
Aspect<\/th>\nMandatory<\/th>\nVoluntary<\/th>\nAt the request of a minority<\/th>\n<\/tr>\n<\/thead>\n
Origin<\/td>\nLaw (Article 263 LSC, First Additional Provision of the LAC and the RLAC)<\/td>\nDecision of the company<\/td>\nRequest by shareholders holding at least 5% of the share capital (Article 265.2 LSC)<\/td>\n<\/tr>\n
Appointment<\/td>\nGeneral meeting, before the end of the financial year and for an initial period of 3 to 9 years (Article 264.1 LSC)<\/td>\nAs agreed by the company; the terms are set out in the audit contract<\/td>\nCommercial registrar for the registered office<\/td>\n<\/tr>\n
Deadline<\/td>\nBefore the end of the financial year to be audited<\/td>\nThere is no specific legal deadline, although it is advisable to engage the auditor before the year-end<\/td>\nWithin three months of the year-end<\/td>\n<\/tr>\n
Filing of the report<\/td>\nYes, with the accounts (Article 279.1 LSC)<\/td>\nOnly if the appointment was recorded in the Companies Register<\/td>\nYes, with the accounts (Article 279.1 LSC)<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Filing and public disclosure<\/h3>\n

This is the point that raises most questions. Article 279.1 LSC requires the auditor\u2019s report to be filed together with the accounts when the company is required to be audited, when the audit was ordered at the request of the minority or when it is voluntary and the auditor\u2019s appointment was recorded in the Companies Register (Registro Mercantil). Anyone may obtain information on the documents filed (Article 281 LSC). Therefore, if the company registers the voluntary appointment, the report will be public; if it does not, the report is delivered to the company, which decides to whom it provides it.<\/p>\n

Registration also has other effects: if the auditor so appointed resigns or is unable to issue the report, the auditor must also notify the Companies Register (Article 10.4 of the Regulation implementing the Spanish Audit Act, RLAC).<\/p>\n

The audit requested by a minority (Article 265.2 LSC)<\/h2>\n

In companies that are not required to be audited, shareholders representing at least 5% of the share capital may ask the commercial registrar for the registered office to appoint an auditor, at the company\u2019s expense, to review the accounts for a specific financial year. They must do so within three months of the end of that financial year. For a financial year that coincides with the calendar year, the deadline would be 31 March of the following year; if it ends on a non-working day, it is advisable to check how the period is computed.<\/p>\n

The procedure is set out in the Regulation on the Companies Register (Articles 359 to 361). The audit is limited to the annual accounts and the management report for the last financial year. The company may object if it provides documentary evidence that the appointment is not appropriate or if it disputes the applicant\u2019s standing. For a minority shareholder it is an information tool; for the company, it should be borne in mind when planning the timetable for preparing the accounts and holding the general meeting, which we review in our calendar for annual accounts and the appointment of the auditor<\/a>.<\/p>\n

What is needed to get started<\/h2>\n
    \n
  1. Define the purpose.<\/strong> Decide what you want the report for (bank, shareholders, buyer, preparation) and whether you are going to register the appointment.<\/li>\n
  2. Agree the engagement.<\/strong> The auditor must first assess its independence and its capacity to carry out the work, and the audit contract must be in writing and state, as a minimum, the accounts to be audited, the term of the engagement, its purpose and the deadline for delivering the report (Article 11 RLAC).<\/li>\n
  3. Engage the auditor before the year-end if possible.<\/strong> This allows the auditor to attend the physical inventory count and plan in good time.<\/li>\n
  4. Prepare the documentation.<\/strong> Closed accounting records, trial balance, inventory, bank reconciliations, significant contracts, minute book and, when available, the annual accounts prepared by the directors.<\/li>\n
  5. Appoint a contact person.<\/strong> Someone from the finance team to coordinate requests for information greatly shortens the timescales.<\/li>\n<\/ol>\n

    Frequently asked questions<\/h2>\n

    Is the report on a voluntary audit filed with the Companies Register?<\/h3>\n

    Only if the auditor\u2019s appointment has been recorded in the Companies Register. In that case it must be filed together with the accounts (Article 279.1 LSC) and will be accessible to third parties.<\/p>\n

    Can a minority shareholder force the company to be audited?<\/h3>\n

    Yes, if the shareholder represents, alone or with other shareholders, at least 5% of the share capital and applies to the commercial registrar within three months of the year-end (Article 265.2 LSC). The appointment is made at the company\u2019s expense.<\/p>\n

    Can I be audited for just one year?<\/h3>\n

    In a voluntary audit, the term of the engagement is set in the audit contract. The minimum period of three years in Article 264.1 LSC refers to the appointment by the general meeting of the auditor who is required to audit the accounts.<\/p>\n

    Official sources<\/h2>\n