Royal Decree 867/2015, 2 October, Which Regulates The Specifications And Conditions For The Use Of The Single Electronic Document For The Cessation Of Activity And Extinction Of The Limited Liability Companies And The Cessation Of Construction...

Original Language Title: Real Decreto 867/2015, de 2 de octubre, por el que se regulan las especificaciones y condiciones para el empleo del Documento Único Electrónico para el cese de actividad y extinción de las sociedades de responsabilidad limitada y el cese de activid...

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-11122

Law 14/2013, 27 September, support for entrepreneurs and its internationalization, provides, in article 22, that natural and legal persons may be for via telematics, through the point of care to the entrepreneurship of the Ministry of industry, energy and tourism, and the rest of points of care entrepreneur who provide this service pursuant to the agreement subscribed to the effect , all the necessary paperwork for the cessation of activity of individual entrepreneurs and extinction and cessation of activity of companies.

The general objective, therefore, is to simplify the process of extinction and cessation of activity of enterprises through an electronic process and to integrate most of the necessary procedures for this purpose. This process is intended to promote the second opportunity to entrepreneurs through a quick and easy system that allows them to start a new business project as soon as possible.

To do so, enables the use of the unique electronic document (DUE), by modifying its definition, established in the third additional provision of the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

Until this change, DUE is set as a document for processing by electronic means of the creation of companies. Now, the DUE and prompt CIRCE (Center of information and creation of business network) pass to play a global role in relation to the administrative treatment of the life of companies.

The present Royal Decree is conceived in a similar manner to the Royal Decree 682/2003, of 7 June, which regulates the system of processing telematics to that referred to in article 134 and eighth additional provision of Act 2/1995, of 23 March, limited liability companies, but by introducing the necessary legal updates and avoiding to the extent possible, the exhaustive enumeration of data, referring, in cases that it is timely, to the applicable regulations in each case and, in their absence, to the electronic site where the DUE data remain updated. Seeks as well a clearer understanding of the standard as well as an adaptation to future changes that may be experiencing this document.

On the other hand, as it occurs in the process of business creation, each DUE to be assigned a CIRCE number that identify unique and unambiguous way in the system and distinguish it from any other DUE, regardless of their nature.

For the realization of this Royal Decree has been consulted all the agencies and Governments participating in the CIRCE system, as well as various business associations, communities to the Spanish Federation of municipalities and provinces and autonomous.

The object, therefore, of this Royal Decree is to regulate DUE in order to carry out, in an integrated manner and by electronic means, the necessary formalities for the cessation of the activity of individual businessmen and entrepreneurs of limited liability, as well as for the cessation of activity and extinction of the limited liability companies I understand this as a first step and that later will be extended to other legal forms.

International the 37.h article) of the law 15/1999, of 13 December, of protection of data of a Personal nature, this Royal Decree has been subjected to report of the Spanish Agency of data protection.

By virtue, on the proposal of the Ministers of industry, energy and tourism and justice, with the prior approval of the Minister of finance and public administration, in accordance with the Council of State and after deliberation by the Council of Ministers at its meeting of October 2, 2015, have: chapter I General provisions article 1. Object is the object of this Royal Decree regulating the electronic only document (hereinafter DUE) in order to carry out, in an integrated manner and by electronic means, the necessary formalities for the cessation of activity and extinction of the limited liability companies and for the cessation of activity of the companies whose owners are natural persons including those owned by entrepreneurs of limited liability referred to in chapter II of the law 14/2013, 27 September, support for entrepreneurs and its internationalization.

Article 2. Scope of application 1. The provisions of this Royal Decree do not alter the rules on non-electronic administrative procedures for the cessation of activity of individual entrepreneurs and extinction and cessation of activity of limited liability companies.

2 excludes communications and other procedures related to the bankruptcy proceedings.

Chapter II document unique electronic termination and cessation of activity article 3. Points of attention to the entrepreneur 1. Filling in and sending the DUE can be made through the points of attention to entrepreneurship defined in the third additional provision of the text revised the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, from the entry into force of this Royal Decree.

2 completing the DUE electronically will be available to citizens through electronic headquarters of the point of care electronic entrepreneurship of the Ministry of industry, energy and tourism (hereinafter PAE MINETUR).

Article 4. Nature and content of the DUE of extinction and cessation of activity 1. The DUE is an instrument of nature telematics that includes all information relating to the individual entrepreneur, the entrepreneur's responsibility limited and to the limited partnership which, in accordance with the applicable law, should be addressed to legal records and the competent public administrations for the cessation of activity or extinction and cessation of activity Depending on the case, always and when these be forwarded by electronic means.

2 the DUE will contain two types of data: to) basic data, which must be completed at the time that starts the processing. Electronic headquarters of the PAE MINETUR shall contain a list, which will be constantly updated, in which the aforementioned basic data will be detailed.

(b) information to be incorporated in each stage of the processing by public authorities competent for the extinction and cessation of the company and, where appropriate, by the notary involved in acts of dissolution, liquidation and extinction of the society and by the managers of the legal records. Also, the electronic regional headquarters of the PAE MINETUR shall contain a list which will be constantly updated in which the data referred to in this paragraph will be detailed.

3. for the purposes of the application of this Royal Decree, the DUE replaces the administrative forms listed in the annex.

Article 5. Procedures that can be performed with DUE 1. International provisions in article 22 of the law 14/2013, 27 September, support for entrepreneurs and its internationalization, DUE allows the electronic realization of the following procedures: to) the request for registration to the register of the dissolution, liquidation and extinction of the society, of the appointment of the liquidators of the closing of branches and in general, cancellation of the rest of registration records.

(b) the communication of the extinction of the company or the cessation of its activity and/or workers downward to its service to the Provincial of the Treasury General Directorate of the Security Social matter what the regime of Social Security to which those are assigned.

(c) the Declaration of cessation of activity and low in the Census of entrepreneurs, professionals and retainers and the Declaration of low-tax economic activities.

(d) the communication of the decline in State, regional and municipal sector records that had joined the company or its facilities.

(e) the cessation of activity communication to State, regional and municipal authorities where it is mandatory.

(f) in case of entrepreneurs with limited liability, the application for cancellation of inscriptions that may be necessary in the mercantile registry, the land registry and any other registers persons inmatriculados indefeasible property for business or professional debts.

(g) low the boat or the floating.

2. by order of the Minister of industry, energy and tourism can establish the electronic realization, through the DUE, of other procedures that complement to those mentioned in the preceding paragraph, 3. The request in electronic form, the interested party may expressly request omission of one or more of the procedures specified in paragraph 1.

Article 6. Processing of the DUE to the cessation of activity and the extinction of 1 limited liability companies. Once entered in the DUE the basic data, handling telematics system (hereinafter, STT) assigned the number corresponding CIRCE, thus identifying unique and unambiguous way to DUE, being able to then proceed to carry out the following steps:
(a) elevation to public of the agreement of dissolution of the company and the appointment of the liquidators. In accordance with current notarial legislation, the STT will allow the appointment with the notary selected by members for the elevation to public of the agreement of dissolution of the society, and appointment of the liquidators. Confirmation of the appointment together with the identification data of the chosen notary will be incorporated into the DUE.

The STT will forward data from the company and liquidators to notary selected by members.

(b) incorporation of data relating to the writing of dissolution and appointment of liquidators to DUE. Once granted the public deed of dissolution and appointment of liquidators of the company, the notary authorising with his advanced electronic signature be incorporated into the DUE data relating to that. Such writing shall contain conditions required by regulation for the dissolution of the company and the appointment of the liquidators and legal.

(c) the tax on property transfer and stamp autoliquidación. The STT shall forward to the competent tax administration liquidation office data collected at DUE to the autoliquidación of the tax.

Remission of these data must be accompanied by the electronic copy of the deed of dissolution, sent electronically by the notary authorising. As a result of this procedure, the competent tax authorities shall be recorded at the effective settlement of the tax DUE.

(d) registration of dissolution and script of the appointment of the liquidators in the corresponding register. For this purpose, the STT will send along with the DUE the electronic certified copy of the deed of dissolution to the Mercantile Register corresponding Provincial. In the event of negative rating, the rectification of defects will take place through the STT.

(e) Declaration of cessation of activity in the Census of entrepreneurs, professionals and retainers for failure to exercise all kinds of business or professional activities, pursuant to article 11, paragraph 1, of the General Regulation of the actions and procedures of tax inspection and management and development of the common standards of application of excise procedures approved by Royal Decree 1035 / 2007, of 27 July.

To this effect, and as the case may be, the STT shall forward to the competent tax administration data contained in the DUE either to make the Declaration of cessation of activity of the company, without this dissolves, and which do contain the effective date of the termination; well the electronic copy of the registration of the deed of dissolution of the company and the appointment of the liquidators in the corresponding register together with the data contained in the DUE, in accordance with the requirements established in legislation on the tax censuses in the sphere of competence of the State, the autonomous communities or provincial finances accordingly.

However, if it is condensed in a single DUE and consequently write-once, both the agreement of dissolution of the society and appointment of the liquidators as the effective liquidation and cancellation in the Register request, won't need this procedure.

(f) election of the notary authorising of the public deed of liquidation and extinction of the society. The STT will allow the appointment with the notary public chosen by the liquidators for the granting of the public deed of liquidation and extinction of the society. Confirmation of the appointment together with the identification data of the chosen notary will be incorporated into the DUE.

(g) incorporation of data relating to liquidation and extinction DUE to script. Once granted the public deed of liquidation and extinction of the society, the notary authorising with his advanced electronic signature be incorporated into the DUE data relating to that. At this writing it will appear, along with other circumstances required legal or regulations for the dissolution of the company and the appointment of the liquidators who have assumed the duty of conservation of books and documents of the society during the period of six years from the date of cancellation of the company seat, or stated that the society does not have them. Otherwise, it is the responsibility of liquidators to make the deposit of such documentation to the corresponding register, which will be in any case prior to the seat of registration to practise in the trade register.

(h) autoliquidación of the tax on capital transfers and documented legal acts (corporate operations). The STT shall forward to the competent tax administration liquidation office data collected at DUE to the autoliquidación of the tax.

Remission of these data must be accompanied by the electronic copy of the public deed of extinction, sent electronically by the notary authorising. As a result of this procedure, the competent tax authorities shall be recorded at the effective settlement of the tax DUE.

(i) registration of the writing of liquidation and extinction of the Mercantile Register corresponding Provincial society. The STT shall be sent, along with the DUE authorized electronic copy to the corresponding Provincial business registration. Once received such information, the mercantile Registrar, will proceed to registration and consequent cancellation of the registration records in accordance with article 396 of the recast of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July and article 247 of the mercantile registry regulations, approved by the Royal Decree 1784 / 1996 , 19 June. In the event of negative rating, the rectification of defects will take place through the STT.

Registrar through the STT and electronic signature recognised, be incorporated into the DUE data relating to such registration cancellation.

However provisions in previous letters, is may condense at a single DUE and consequently in write-once, both the agreement of dissolution of the society and appointment of the liquidators as the effective liquidation and cancellation request in the register, proceeding in the same way to the established previously.

(j) communication of the low data of workers either that the regime of Social Security to which those are attached. In your case, the STT shall forward to the General Treasury of the Social security data from workers low by others or similar account, workers and managers partners, where appropriate, in accordance with the requirements laid down in the Royal Decree 84/1996, of January 26, which approves the general regulation on registration of companies and membership high, low, and variations of workers in Social security data.

The General Treasury of the Social Security will inform the STT downward by this confirmation.

For the purpose of lowering worker in the system of Social security that corresponds, the PAE means as this place from which to start handling the due and as the date of the request of the moment in which home is given to the processing of DUE, in accordance with this article.

(k) communication of activity to the General Treasury of the Social Security. The STT will forward to the General Treasury of the Social Security the cessation of activity of the company, as well as lowering account quote and the boat or the floating device, if any.

Effects of the low, the PAE means as this place from which to start the DUE processing, and as the date of the request, from the moment in which home to the processing of the DUE, in accordance with this article.

(l) communication of the cessation of activity of the workplace to the labour authority. The STT shall forward to the competent labour authority the following data contained in DUE: 1 data of the applicant company.

2. data of the Centre or workplace that are closed.

3rd data of his representative, if any.

4th data for purposes of notification.

(m) communication of activity to the competent municipal authority. The STT shall forward to the competent authority the following data contained in the DUE: 1 data of the applicant company.

2. data of the Centre or workplace that are closed.

3rd data of his representative, if any.

4th data for purposes of notification.

(n) statement of low-tax economic activities (IAE), in his case. For the purposes of the baja in the IAE, the STT shall forward to the competent tax authorities the data contained in the DUE in accordance with the requirements established in the regulations of the tax.

(o) statement of low in the Census of entrepreneurs, professionals and retainers when you have performed the cancellation effective corresponding seats at the register, pursuant to article 11, paragraph 3 of the General rules of actions and procedures for the application of taxes, approved by Royal Decree 1065 / 2007, of 27 July.
For the purposes of the Declaration of low in the census, the STT shall forward to the competent tax administration together with the data contained in the DUE, the electronic copy of the registration of the public deed of liquidation and extinction in the corresponding register in accordance with the requirements laid down in the legislation on the tax censuses in the sphere of competence of the State the autonomous communities or Haciendas deputations as appropriate.

(p) communication of the decline in the administradores-liquidadores in the special scheme for self-employed workers, whenever so requested and not carry out activities outside the society. In your case, the STT will forward to the General Treasury of the Social security data of baja, in accordance with the requirements laid down in the general regulation on registration of companies and affiliate, high, low and variations of data of workers in Social Security, approved by Royal Decree 84/1996 of 26 January.

The General Treasury of the Social Security will inform the STT confirmation of baja.

Effects of the decline in the Social security scheme, the PAE means as this place from which to start the DUE processing, and as the date of the request, from the moment in which home to the processing of the DUE, in accordance with this article.

(q) other procedures. By order of the Minister of industry, energy and tourism, or, where appropriate, by means of the appropriate agreement signed for this purpose, new data may include at DUE, so that it can serve for the completion of other formalities, communications and/or public authorities, in accordance with article 5 obligations.

2 where so decided the liquidators, the DUE process be started from paragraph e) of the preceding paragraph.

Article 7. Processing of the DUE to the cessation of activity of individual entrepreneurs in the case of individual entrepreneurs or entrepreneurs with limited liability, once entered in the DUE the basic data, the STT assigned the number corresponding CIRCE, thus identifying unique and unequivocal way DUE to being able to then proceed to carry out the following formalities: to) communication of data of workers low assimilated or self-employed person. In your case, the STT shall forward to the General Treasury of the Social security data of workers low by others or similar account in accordance with the requirements laid down in the general regulation on registration of companies and affiliate, high, low and variations of data of workers in Social Security, approved by Royal Decree 84/1996 , 26 January.

The General Treasury of the Social Security will inform the STT confirmation of baja.

For the purpose of lowering worker in the system of Social security that corresponds, it is understood as a place of this the PAE from which to start the processing of the DUE, and as the date of the request, of the time that is given home processing of DUE, in accordance with this article.

(b) communication of the cessation of activity to the General Treasury of the Social Security. The STT will forward to the General Treasury of the Social Security the cessation of activity of the company, as well as lowering account quote and the boat or the floating device, if any.

Effects of the low, the PAE means as this place from which to start the DUE processing, and as the date of the request, from the moment in which home to the processing of the DUE, in accordance with this article.

(c) communication of the cessation of activity of the workplace to the labour authority. The STT shall forward to the competent labour authority the following data contained in DUE: 1 the individual entrepreneur or an entrepreneur applicant limited data.

2. data of the Centre or workplace that are closed.

3rd data of his representative, if any.

4th data for the purpose of notifications.

(d) communication of activity to the competent municipal authority. The STT shall forward to the competent authority the following data contained in the DUE: requesting data from the individual entrepreneur or limited liability 1.

2. data of the Centre or workplace that are closed.

3rd data of his representative, if any.

4th data for purposes of notification.

(e) Declaration of low in the Census of entrepreneurs, professionals and retainers. For the purposes of the Declaration of this inventory low, the STT shall forward to the competent tax administration data on the DUE in accordance with the requirements established in legislation on censuses tributaries in the sphere of competence of the State, the autonomous communities or provincial finances accordingly.

This statement will be presented when the employer ceases in the development of all kinds of business or professional activities, pursuant to article 11 of the General Regulation of the activities and procedures of tax inspection and management and development of the common standards of application of excise procedures, approved by the Royal Decree 1035 / 2007, of 27 July , or, where appropriate, regional legislation.

(f) communication of the cessation of activity to the General Treasury of the Social Security. The STT will forward to the General Treasury of the Social Security the decrease in the special scheme for self-employed workers, as well as lower quote, if account details.

Effects of the low, the PAE means as this place from which to start the DUE processing, and as the date of the request, from the moment in which home to the processing of the DUE, in accordance with this article.

(g) in the case of the entrepreneur of limited liability, the STT will refer to the corresponding mercantile registry along with the DUE the application for cancellation of registration as such, together with the formal title that should encourage them, notarized or signed instance with recognised electronic signature of the employer, which should include the registration data of the property registry of the non residence.

Registrar through the CIRCE and electronic signature recognised, be incorporated into the DUE data relating to such registration cancellation.

(h) other procedures. By order of the Minister of industry, energy and tourism, or, where appropriate, by means of the appropriate agreement signed for this purpose, new data may include at DUE, so that it can serve for the completion of other formalities, communications and/or public authorities, in accordance with article 5 obligations.

Article 8. Communication of modifications by the public administrations.

1. for the correct realization of the electronic processing of the DUE refers to which this Royal Decree, the competent public administrations shall also provide the administrator of the STT, modifications that may occur in relation to new data that had to be entered, as well as any changes in the tables of coding of the data already contained in the DUE.

2 received modifications which is referred to in the preceding paragraph, the STT Manager them include automatically in the system.

Article 9. Protection of personal data.

1. the PAE may only collect personal data directly from their owners or prior explicit consent of these, and only to the extent necessary to carry out the procedures referred to in this Decree.

2. the treatment of the personal data that are required for processing established in Royal Decree telematics will be subject to the organic law 15/1999, of 13 December, of protection of data of a Personal nature.

First additional provision. No increase in public spending.

The measures included in this standard may not assume increase allocations, remuneration, or other staff costs.

Second additional provision. Collaboration with the autonomous communities.

In the event that the autonomous communities have platforms for processing with single window functions, shall be ensured to extinction-related communications and cessation of activity carried out from these platforms have the appropriate effects in the procedures of State competition. For this purpose, the necessary coordination mechanisms between the autonomous communities and the Ministry of industry, energy and tourism be defined to integrate information between their respective platforms bidirectionally.

First final provision. Modification of the Real Decree 44/2015, of 2 February, which regulates the specifications and conditions for the use of the electronic single document (DUE) for the implementation underway cooperative societies, civil societies, co-ownerships, limited labour and entrepreneurial liability companies limited by handling telematics system.

The Royal Decree 44/2015, of 2 February, which regulates the specifications and conditions for the use of the electronic single document (DUE) for the implementation of cooperative societies, civil societies, joint property, limited partnerships limited by handling telematics system entrepreneurs and labour, is to be re-worded as follows: one. The paragraph is changed i) article 5.3 which is drawn up in the following way:
«i. for the registration of the public deed of incorporation in the register of cooperative societies the STT shall forward to the competent public administration the following data contained in DUE: 1. data of the applicant.»

2. data of his representative, if any.

3. data for purposes of notification.

4. electronic authorized copy of the public deed of formalization of the agreement, provided that the State or autonomic legislation of cooperatives so precise it.

5. proof of having liquidated the property transfer and stamp tax.

If the qualification of the documentation submitted the registration of cooperatives appreciated the existence of susceptible to rectify defects, it shall communicate this to the STT that stakeholders carry out their rectification.

The registration of cooperatives must qualify and sign, where appropriate, instrument of incorporation within a maximum period of ten working days, provided that the official guideline bylaws, are used from the receipt telematics of the application in the Court, and if any correctable defects, from the moment of submission of documents of remedies. In the cases of negative rating, the register of cooperatives shall communicate this within the same period, the notary authorising and representative that the founders have appointed. Likewise, it you will be notified to the competent tax authorities. «In case of non-use of laws guiding the qualification and registration will be laid down in the corresponding State or autonomic legislation.»

Second final provision. Supletoriedad.

In matters not provided for in this Royal Decree shall apply on a suppletive basis, the Royal Decree 1671 / 2009, dated November 6, which develops partially law 11/2007, of 22 June, electronic access of citizens to public services.

Third final provision. Skill-related title.

This Royal Decree is issued on the basis of article 149.1.18. ª of the Constitution, which attributes to the State the exclusive competence on common administrative procedure.

Fourth final provision. Enabling the regulatory development.

Industry, energy and tourism and Justice Ministers will give, in the field of their respective competencies, a few provisions necessary for the implementation of the provisions of this Royal Decree.

Fifth final provision. Entry into force.

This Royal Decree shall enter into force six months from its publication in the "Official Gazette".

Given in Madrid, on October 2, 2015.

PHILIP R.

The Vice-President of the Government and Minister of the Presidency, SORAYA SAENZ DE SANTAMARIA ANTON Annex forms replaced by document only electronic (DUE) the DUE replaces forms below related to the effects of the application of the present Royal Decree: Census statement.





036 and 037 models transfer and stamp tax.





Model 600 tax on economic activities.





Model 840 census Declaration of beginning, modification or cessation of activity of the Canary Islands autonomous community.





Model 400 application for high, low and variation in account of quote data.





TA. 7. application of high, low, variance of data in the regime special the Security Social of the workers of the sea. Self-employed persons.





TA. 0825 request for registration, low and variance of data of vessels and floating structures.





TA. 47 application of high, low, or variation of the worker or self-employed person assimilated data.





TA. 2/S partners, family members or members of organs of administration of capitalist corporations.





TA. 0521/5 application for high, low, variance of data in the special regime of the Social Security for the workers of the sea. Self-employed persons. Simplified TA.





TA. 0825/1 special regime of the Social security of workers of the Sea (the holder of the exploitation partner family).





TA. 0825/2 application of high, low or variance of data in the special autonomous regime.





TA. 0521/1 application of high, low or variance of data in the special scheme for self-employed (family partner of the holder of the exploitation).





TA. 0521/2 communication of closing of the work center.