The commercial law contains several references to the value of the assets of the companies, among which are those contained in the recast of the Law of Companies, approved by Royal Decree 1564/1989, of 22 December, and in Law 2/1995, of 23 March, of Limited Liability Societies, without any precept clearly indicating how to quantify this value.

In particular, the recast text of the Law of Companies, in its article 260, includes as one of the causes of dissolution of the public limited company the reduction of the "patrimony", as a consequence of the losses, " to an amount less than half of the share capital, unless the share capital is increased or is reduced to a sufficient extent. " Article 163 prescribes the compulsory reduction of capital for the company where the losses have decreased its 'haber' below two thirds of the capital figure and a social year has elapsed without having been retrieved the "heritage".

Of the above articles, it should be noted, first of all, the terminological diversity, which does not always reflect a diversity of concepts. Taking into account the similar functionality of the two abovementioned provisions, and the very wording of Article 163, which uses the terms 'haber' and 'heritage' without distinction, it seems clear that such terms refer to a single concept, which could be referred to as the company's equity value.

Subsequently, the Limited Liability Companies Act has referred to the term "accounting assets" in Articles 104, causes of dissolution, and 79, reduction of social capital, specifying in this way that the the magnitude to be compared to the share capital must be quantified in the light of its accounting values. On the other hand, the fact that the mentioned articles of the Law of Limited Liability Companies regulate identical assumptions to those referred to in the corresponding articles of the recast text of the Law of Companies consider that the terms used in some and others refer to the same concept.

In view of the above, the quantification of the accounting assets must be carried out on the basis of the figures contained in the annual accounts of the companies, and more specifically in the balance sheet.

On the basis of the above, it is necessary to determine which concepts of the companies ' balance sheet should be taken into account in order to make such a quantification. Thus, the accounting concept of "own funds", contained in the recast text of the Law on Limited Companies, is one of those that form part of the accounting patrimony; its content has been specified by the General Accounting Plan, including with a positive sign: the subscribed capital, the issue premium, revaluation reserves, other reserves, the remaining years remaining, the contributions of partners for loss compensation and the profit of the financial year; and negative: the negative results of previous years, the loss of the financial year, (a) dividends to be delivered and the own shares or shares acquired in execution of a capital reduction agreement.

However, the concept of "book assets" requires some additional clarifications, since, in addition to own funds, there are other balance sheet items that may affect the quantification of the balance sheet. In this respect, the following clarifications concerning certain balance sheet items can be highlighted:

Establishment expenses are an asset necessary for the operation of the company and will only look in the balance sheet to the extent that they have future economic projection, so they should not be considered as a starting point. "Accounting estate" minder.

Within the "expenses to be distributed in various financial years", a distinction is made between "deferred financial expenses", which are liability compensatory items, as they represent the non-accrual interest incorporated in the value (a) accounting for debts, and "debt formalisation costs", which have a very similar meaning to that of the costs of establishment. None of these concepts will therefore be the value of the "book estate".

For their part, the "own shares/units" listed in the balance sheet asset represent the book value of the shares/units acquired from former partners, which through the sale of the shares separate from the company. These items reflect the part of the "book estate" that has been given to the former partners as a price in the sale of their shares or units, so they will be the asset value of the company.

"Shareholders or partners for outstanding disbursements" corresponds to the amounts committed by the partners as a result of the subscription of the capital, appearing in the balance sheet model included in Article 175 of the text recast of the Companies Act as the company's first asset, so they will not minate the accounting assets.

Within the grouping "income to be distributed in various financial years", of the liability, the "capital grants" are located, both those of a monetary character and those that consist of other heritage elements, which have fulfilled the conditions for granting them or that there are no reasonable doubts as to their future compliance, and that they are pending results; these amounts must be part, with a positive sign, of the accounting assets, after deduction of the effect tax.

In the same way, the "positive differences of change", which are pending against results which appear on the liabilities side, will form part of the book assets with a positive sign, and the tax effect will also be deducted. Consideration as income is to be produced.

The income to be distributed in various financial years resulting from the reestablishment of certain permanent differences between the accounting result before taxes and the tax base of the Company Tax, and the (i) the payment of deductions and allowances for the fee for this tax must be a positive sign of the accounting assets. These periods may be carried out in accordance with the provisions of the penultimate paragraph of the General Accounting Plan No 16 of the General Accounting Plan, which has been the subject of development in this respect in the second and third of the Resolution of 30 April 1992, of the Accounting and Audit Institute of Accounts.

Finally, as far as "deferred interest income" is concerned, they should not be computed for the calculation of the company's accounting assets, as they represent the value of the non-accrual interest incorporated in the value of certain assets and should therefore be considered as a minorite of such assets.

Additionally, it is necessary to refer to Article 20 of the Royal Decree-Law 7/1996 of 7 June, on urgent measures of a fiscal nature and to promote and liberalize economic activity, in the form of the provision The second part of Law 10/1996, of 18 December, of Urgent Fiscal Measures on the Correction of the Double Internal Internal Imposition and on Incentives for the Internationalization of Enterprises, which states in its paragraph d) the following:

"Participatory loans shall be considered as accounting assets for the purposes of reducing capital and liquidation of companies provided for in the commercial law."

According to the foregoing, it appears that the aforementioned Law grants participative loans the classification of the accounting assets to be computed in the accounts for the purposes of the assumptions discussed in this Resolution, in so far as These loans have characteristics that could be significant:

They are linked to the activity of the company.

In case of early repayment, it is required that it be accompanied by an increase in own funds of the same amount, not being able to stem this increase in the update of assets, from what is apparent that this increase should correspond to contributions from the partners or results generated by the company.

In order to prepay credits, they will be placed after the common creditors.

For all the above, these loans, which will be included in the balance sheet of the company in the group corresponding to the creditors, will be taken into account in the quantification of the accounting assets for the purposes of reducing capital and dissolution of companies provided for in the commercial law.

For the quantification of the accounting assets referred to above, account must be taken of the fact that, if the date on which it is performed does not coincide with that of the company's closing date, a financial statement must be drawn up. In accordance with the provisions of the annual accounting standard number 12 contained in the fourth part of the General Accounting Plan, it will serve as a basis for this.

It should be specified that this Resolution is part of the balance sheet models contained in the General Accounting Plan so that, for a particular sector of activity, there would be sectoral adaptation to it and the models of In this case, they will be taken into account in the manner indicated.

Finally, it is necessary to refer to the fifth final provision of Royal Decree 1643/1990 of 20 December, approving the General Plan of Accounting, a rule in which the Institute of Accounting and Audit of Accounts may dictate binding rules that they develop in the General Accounting Plan and their sectoral adaptations, in relation to the rules of valuation and the elaboration of the annual accounts. At present, the Madrid High Court of Justice, by judgment of 19 January 1994, has declared the nullity of the decision of that Institute, dated 21 January 1992, for the adoption of the rules of assessment of the (a) the provisions of Article 4 (1) of Regulation (EU) No 35/2014 of the European Parliament and of the Council [4]; That judgment is not firm for having been challenged before the Supreme Court.

In view of the above, given that there are certain accounting aspects on which it is necessary to clarify its content in order to avoid different interpretations by users of economic information, and to the extent that Article 2 of Law 19/1988 of 12 July of Audit of Accounts provides that the Audit of Accounts shall express its opinion, inter alia, on whether the annual accounts have been prepared in accordance with the principles and accounting standards established by the Accounting and Audit Institute of Accounts ", the This is a problem which has been mentioned above, in order to clarify doubts about the accounting treatment of certain transactions on which it is necessary to establish criteria.

Therefore, in view of the problem indicated and for reasons of opportunity, this Institute, in order to establish the criteria to be applied in order to determine the accounting content of the measures referred to in the legislation In the cases of reduction of capital and dissolution, without prejudice to what the Courts of Justice may finally fail, this Resolution is dictated by the fifth final provision of Royal Decree 1643/1990 of 20 December, for which the General Plan of Accounting is approved, as well as with Article 2 of the Law 19/1988, of 12 July, of Audit of Accounts.

Standard first.

The terms "equity", "haber" and "book assets", for the purposes of the regulation of the capital reduction and dissolution assumptions, set out in Articles 163 and 260 of the recast text of the Companies Act and 79 and 104 of the Law on Limited Liability Companies, will be determined from the balance sheet models contained in the fourth part of the General Accounting Plan, approved by Royal Decree 1643/1990 of 20 December.

Standard second.

The determination of the above parameters will be done according to the following:

a) The following concepts defined according to the balance models of the General Accounting Plan will be collected with positive sign:

Own funds collected in pool A) of the liabilities side of the balance sheet.

Capital grants and positive exchange differences, collected in Pool B) "Income to be distributed in various financial years", balance sheet liabilities, which are included in the corresponding amount of tax expense on companies due to accrual.

Tax revenues to be distributed in various financial years, included in group B) "Income to be distributed in various financial years", liabilities to the balance sheet, defined in accordance with the second and third rules of the Resolution of 30 April 1992, of the Accounting and Audit Institute of Accounts, on some aspects of the standard of assessment number 16 of the General Accounting Plan.

The participative loans provided for in Article 20 of Royal Decree-Law 7/1996 of 7 June 1996 on urgent measures of a fiscal nature and on the promotion and liberalization of economic activity, collected in groupings 'Long-term creditors', and (E) 'Short-term creditors', of the liabilities side of the balance sheet.

(b) The negative sign shall include the "own shares or units", which are included in the balance sheet asset within the group (B) "fixed assets" and (d) "working assets".

Madrid, 20 December 1996.-The President, Antonio Gómez Ciria.