Companies with no economic activity have the days counted after the entry into force, on July 11, of the Anti-Fraud Law (Law 11/2021), since it modifies the regime of revocation of the tax identification number (NIF), in such a way that these companies, to which the Tax Agency (Aeat) is revoking it, cannot make entries in any public registry, including those of an administrative nature, nor can they grant deeds before a notary public.
The measure included in the Anti-Fraud Law is also complemented by the one introduced in the new Regulation of the Audit Law (RD 2/2021, of January 12), which, since February 1, includes a new sanctioning regime for those who do not present the annual accounts in the Mercantile Registry.
According to estimates of the Mercantile Registries, there are about 1.5 million inactive companies and zombies (companies with debts that make them unviable, but that seek public financing).
Breeding ground for fraud
For the Inspection of the Aeat these companies are an immense breeding ground for money laundering, the diversion of money and the concealment of real owners.
For the OECD, in its reports on fraud, inactive companies , potentially, can serve to hide the true ownership of assets and rights and affect the transparency of the system , by preventing the knowledge and communication of the beneficial owner or beneficial owner of assets. and rights.
The new Anti-Fraud Law, since July, has modified the regime for revocation
According to the new Regulation of the Audit Law, the mercantile registrars are in charge of supplying the files with the non-compliances, the Accounting and Auditing Institute (ICAC) will sanction, and the Aeat will collect the fines imposed on the non-compliant. In addition, the Treasury, in its Tax Control Plan, provides for the withdrawal of the NIF and, therefore, they will be erased from the Registry, which implies their civil death.
The Anti-Fraud Law establishes that prior to the authorization or intervention of any public deed, the notary has the obligation to consult the list of revoked NIF and refrain from authorizing or intervening any public instrument that is intended to be granted by a legal entity with a revoked NIF .
Thus, the prohibition of access to any public registry makes it impossible to make registrations that affect the entity with the revoked NIF.
For this, in all the registration certifications of the entity, the registrar must record this circumstance.
Until now, the publication of the revocation in the BOE, had a series of effects, such as the loss of validity for identification purposes in the tax area and the impossibility of making charges and payments in accounts or deposits opened in credit institutions, through of the blocking of the entity’s accounts.
The regulations provide for a system for the supply of information between the Notary Public and the Treasury
The need for the Tax Agency to have information in this regard has led to the inclusion in the regulations of an automated information supply system between the General Council of Notaries and the Aeat so that the notary can identify the legal entities that with a Revoked NIF intend to grant some type of public document.
The Treasury recommends to the owners of these companies, that to check if the NIF appears in the census of the Aeat or is revoked, access the service Consultation by NIF (legal entities), within the list of procedures of Forms 036 and 037. Census of businessmen, professionals and retainers – Census declaration of registration, modification and cancellation and simplified census declaration, on the Aeat website.
The revocation of the NIF is regulated by articles 146 and 47 of the Tax Management and Inspection Regulations. In regulations, it has a system for enabling the NIF to recover the company, if the required requirements are met.