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New legislation on dormant companies

Updated: 05/08/21

Law 11/2021 of 9 July on measures to prevent and combat tax fraud,
introduces a number of measures to clean up the tax register. The Treasury will
There are more than 150,000 companies out of business. With these measures it aims to leave
only companies that actually carry out an economic activity or are involved in an economic activity or are
in the commercial world.

Amendment of Law 58/2003
General Taxation

In order to improve the management of the tax census, Law 58/2003 is amended.
General Taxation with regard to the system for revocation of the number of
tax identification number for inactive entities whose number has been revoked
may not make entries in any public register or execute deeds before any public authority.
Notary, with the exception of the formalities essential for the cancellation of the
corresponding marginal note.
Publication of the revocation of the tax identification number in the Official Gazette
of the State will mean that credit institutions will not be able to debit or credit
on bank accounts or deposits held or authorised by the following
holders of such revoked numbers (the accounts are blocked) until such time as they are
reinstate the tax identification number.

Law 11/2021 of 9 July

Law 11/2021 of 9 July 21 also amends the Notaries Act of 28 May
1862, making it compulsory to expressly include the tax identification number on the
public deed creating or incorporating any type of legal entity.
It also provides for an automated system whereby the General Council of the European Union will
The notary's office will provide the tax administration with the identification of those
entities with a revoked tax identification number that had intended to
to grant a public document, in order to improve the effective control of these
entities and avoid situations of potential fraud.
It should be remembered that, even if the company has become inactive, as long as it is not dissolved,
continues to be obliged to fulfil its commercial obligations (Deposit of
Annual Accounts) and fiscal (filing of corporate tax returns). The
Failure to comply with these obligations is punishable by financial penalties.

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