What happens if a company is not registered in the company house in Spain?
An unregistered company in the company house in Spain has numerous problems to operate and is unviable in the long run.
We explain what the main negative elements are…
Consequences of a company not being entered in the Company house
When a company is not registered in the Company house, and it has a maximum period of one year to do so from its incorporation, it is considered irregular.
Technically, it can operate, but in a completely different way from what was originally intended.
It is therefore not a recommendable situation. These are the main drawbacks:
1. An unregistered company lacks legal personality.
The main effect of an irregular company is that it lacks legal personality, as a limited company with its articles of association would have. As it has not been entered in the Company house in Spain, it is not registered and, for all practical purposes, does not exist. This does not prevent it from operating 100%, but it does eliminate the main benefits associated with its incorporation.
Can this happen? Yes, as long as the formalities are not done in a timely manner, once you have the notarial deeds. Sometimes, discrepancies between the partners or simple carelessness can lead to this outcome.
2. The liability of the partners is unlimited
The second important aspect to note is that the liability of the partners is unlimited.
As there is no regular commercial company, they are jointly and severally liable with all their assets and liabilities, not only with the capital contributed.
The practical consequence is that this company functions as a civil partnership.
And, obviously, this generates a series of important limitations.
3. The company is taxed for personal income tax purposes.
Finally, the company, as it operates in an irregular manner, will not be taxed for corporate income tax (IS), which is what would be applicable.
Although it can invoice, in practice, it will have to do so through Personal Income Tax (IRPF), which is applicable when a self-employed person is an individual. Consequently, this will be the way for the partners to settle their tax obligations.
It is clear to everyone that paying personal income tax can mean a greater outlay, because it is also much more difficult to dissociate professional and personal expenses or to outsource.
In addition, if taxed under the IS, it is possible to make provisions for later years and thus reduce tax payments.
4. Sanctions by the administration
The administration may impose penalties for failure to carry out certain formalities in due time and form.
In some cases, these will be limited to financial penalties, but in others, this could go as far as dissolution of the company and closure of the business.
It is not in vain that the company is operating in an irregular manner and this, in the long run, can have consequences.
For this reason, we strongly recommend that you avoid this situation in the medium term.
Therefore...
It is essential to have all the documentation up to date when setting up a commercial company. And an unregistered company is a source of innumerable problems.
At Asesoría Orihuela Costa we can help you to register your company with guarantees.
Contact us!
