Updating of our Circulars: again on the legalization of books

Updating of our Circulars: again on the legalization of books

At the beginning of last year, informed, through our Circular, of the novelty introduced in article 18 of law 14/2013, in the sense of forcing that all the books that must be taken by entrepreneurs should be telematically legalized after their Completion in electronic support and before they elapsed four months after the closing date of the year. In the absence of a transitional regime and the disparity of criteria in the application of this standard by the different mercantile registers, on 16 February the instruction of 12 February was published in the Official Gazette of the state of the General Directorate of the Registries and notaries, which sought to clarify and uniforme the application of the obligation contained in article 18 mentioned, on which we report in detail in our Circular. We enclose both circulars. Well, yesterday, 3 days before the expiration of the deadline for entrepreneurs who have a social exercise coinciding with the calendar year legalize their books according to this new regime, the High Court of Justice in Madrid dictated a car for the Whereas, as a precautionary measure, the above-mentioned instruction is suspended until a judgement on the challenge presented by an association of Spanish listed companies is lodged. According to the quoted car, the aforementioned suspension "would only bring as a practical effect that the entrepreneurs (…) They could continue to present the books for their legalization both in paper and electronic format and in personal or telematic form, as well as the legalization of the physical books in paper support. The judicial resolution continues to provide that "the system which was used before the adoption of the instruction, which had proved useful and sufficient to fulfil this purpose, can be maintained and which can therefore be further applied beyond 30 April 2015 and until the sentence in this appeal falls. Thus, we understand that until that moment of the sentence that puts an end to this resource can continue with the previously existing regime (and that, de facto, many mercantile registers were applying until the approval of the instruction, without causing greater Impact). " In our view, in accordance with the doctrine established by the car of this Tribunal, taking into account the provisions of article 18 of law 14/2013,-which is not affected by it-and without prejudice to the position adopted by the Directorate-General of the registers and the non- Tariado, to this date: 1.-The telematics legalizations carried out until today of books completed in computer support are perfectly valid. 2.-From the mentioned car can continue to legalizándose in a telematic form books in computer support, after closing of the books legalized on paper. 3.-Companies that have legalized paper books can continue to use them until their completion and at that time must pass necessarily to the new regime (computer support and telematic legalization), so the deadline of 30 April (for Societies with a social exercise coinciding with the calendar year is meaningless in this scenario. 4.-The legalization of new books on paper should not be possible, despite the judicial order, although this, in clear detriment to the legal certainty, will depend on the criterion of each registrar. 5.-If the company did not get to legalize books on paper should be subject to the regime of article 18 of law 14/2013,-completion in computer support and telematic legalization. 6.-Registrars should refrain from qualifying as out-of-term telematic shipments submitted from next April 30 and, in any case, no detrimental consequence should be in this circumstance, by itself, neither for the company nor for its Administrators. 150429_Circular_05 -2015 _ Legaliz_libros_actualiz

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