THE AUDIT OF ACCOUNTS IN THE SPANISH LEGISLATION
The compulsory accounting audit of the financial statements of societies was introduced in our legal system by the Audit of Accounts Act 19/1988 12th July, which has been subject to several modifications that, on the other hand, haven’t been performed in the regulatory norms, which are substantially similar to the previous legislation. Since the Audit of Accounts Act 22/2015 20th July was passed, it has become necessary for the General Office for Registries and Notaries, which is currently awaiting for a new Regulation to be enacted, to dictate instructions.
Consultation of the ROAC [Spanish Official Account Auditors Registry] practicing auditors list by the commercial registrar
Both the abrogated and the new Audit of Accounts Act establish that the legitimate exercise of the auditing function must be subject to the previous registration with the Spanish Official Account Auditors Registry. The audit of accounts constitutes a regulated professional career which requires administrative authorization and later registration with the Registry in order to be performed. The Act 22/2015 determines that the registrar will have to confirm that the auditor or the audit society are registered with the Registry as practicing professionals, as well as the fact that their situation does not prevent them from performing the audit.
Every time the registration of an accounts auditor is to be carried out, the commercial registrar shall be first obliged to check whether the auditor is a practicing professional, either by telematic means or ex officio by directly consulting the official website of the Accounting and Audit Institute. In any case, the auditor’s registration data appearing on the ROAC and the proper pertinent verification will be stated on the registration and on the confirmation note.
Professional fees for the auditors appointed by the commercial registrar
The new Audit of Accounts Act, the Regulation, the Capital Companies Act, the Commercial Code and the Commercial Registry Regulation refer to the auditors’ professional fees in general terms without dictating any particular norm regarding this issue.
Due to the absence of specific regulations, every time the registrar has to appoint an accounts auditor, it will be necessary to communicate the appointment to the official Bulletin of the Accounting and Audit Institute as a means of information advising that the specific professional fees amount will depend on the complexity of the performed functions and the work schedule.
In any case, the registrar will have to adhere to the norms and principles established by the Technic Audit Norms and, if necessary, to the norms dictated by the Ministry of Justice in this regard.
Deadline postponement so that the auditors appointed by the commercial registrar can consider the acceptance of the assignment
The auditors appointed by the commercial registrar have a five-day deadline since the notification is received to consider the acceptance of the assignment. Before accepting, the auditor must assess the possibility of providing the service successfully; moreover, the pertinent professional fees must be also agreed before the registration with the Registry takes place. In accordance with the administrative procedure norms, which are applied as suppletory regulation, the registrar will be able to grant the deadline postponement ex officio or by request of the appointed auditor.
Public-interest entities
The audit report on the annual accounts of a public-interest entity must comply with the guidelines established by the Audit Act and article 10 of the EU Regulation 537/2014, which introduced an especial regime for engagement, rotation and appointment of auditors.
In order to carry out a proper control, commercial registrars need to have access to a suitable informatic tool that allows them to see whether a certain entity is a “public-interest entity” that fulfils the established requirements. The commercial registrar has to make sure that auditors are appointed within the established periods and also has to control the pertinent postponements.
The commercial registrar has to check that the guidelines concerning the rotation of auditors are obeyed. He will register on the registration sheet of the company which is being audited the name of the auditor that might have signed the report using a registration entry and he will also leave proof of the compliance with the guidelines in a reference note introduced at the margin of the registration. This must be always communicated to the Accounting and Audit Institute.
Collaboration with the Accounting and Audit Institute
In order to comply with the duty of collaboration with the Accounting and Audit Institute imposed by the General Office for Registries and Notaries and the Association of Property, Commercial and Personal Property Registrars, the commercial registrar will submit to this Institute an exposition with a list in alphabetical order of companies and entities registered with Commercial Registries that have deposited accounts along with an audit report.
If the annual accounts were not deposited before the deadline, the administrative body of the company would be responsible. If this is due to the impossibility of carrying out the deposit because of a defect, it will be necessary to send a notice. The norms regulating appeals against the property registrar’s assessment is also applicable to appeals against assessments performed by commercial and personal property registrars.
If the competent authority had to emit disciplinary proceedings, as a requirement imposed by the Accounting and Audit Institute, the commercial registrar who might have sent the notice about the defect must be able to confirm the terms that were followed to send it, in accordance with the Law. The confirmation of the notice must be always added to the proceedings.
