LLC reduces capital due to losses without auditor: keys and requirements in 2026

Key data

If your LLC has accumulated losses and you need to remedy the balance sheet by reducing capital, it is possible that the Commercial Registry has required an auditor's report. The DGSJFP resolution of 19 May 2026 confirms that this requirement is not mandatory when all partners approve the agreement unanimously.

The specific case resolved affects Stilo A Scala SL, to which the Commercial Registry VII of Madrid denied the registration of a capital reduction of 297,779.95 euros due to losses, arguing that the auditor's report provided for in art. 323 of the Capital Companies Law (LSC) was necessary. The DGSJFP upheld the appeal and ordered the registration.

What does this regulation establish?

Art. 323 LSC requires, as a general rule, that capital reductions in limited liability companies be accompanied by an auditor's report that verifies the balance sheet used as the basis for the operation. However, the DGSJFP applies a consolidated doctrine that allows dispensing with that report under a specific condition: that the capital reduction agreement be adopted unanimously by all partners.

The legal logic is as follows:

• The verification of the balance sheet by an auditor is a protective guarantee for the partner, not for creditors.
• Since it is a guarantee that protects the partner, the partner can waive it expressly through their unanimous vote in favor of the agreement.
• In capital reductions due to losses, there is no right of opposition by creditors if there are no surpluses to be distributed to the partners, which eliminates the risk to third parties.
• Unanimity guarantees that all partners have expressly consented to the operation, knowing the balance sheet and its implications.

This resolution does not create new doctrine: it reinforces and consolidates an existing interpretive line of the DGSJFP, providing greater legal certainty to LLCs that wish to apply it.

Economic and operational impact

The most direct saving is the cost of the audit. Depending on the size of the company and the complexity of the balance sheet, an auditor's report for this type of operation can range from several hundred to several thousand euros. In small companies, that cost can represent a significant percentage of the capital reduction amount itself.

Beyond the economic cost, eliminating the audit requirement also reduces:

• The processing time: there is no need to wait for the auditor to issue their report before calling the meeting or presenting the deed to the Registry.
• The administrative burden: less documentation to prepare, review and attach to the public deed.
• The risk of negative qualification in the Registry due to formal defects in the auditor's report.

The only operational requirement introduced by this doctrine is to ensure that the agreement is adopted with the favorable vote of all shareholders, without abstentions or absences. This requires prior planning of the meeting to ensure the attendance and vote of all partners.

Who does it affect?

• Limited Liability Companies (LLC) with accumulated losses that need to reduce capital to remedy the balance sheet.
• LLCs with few partners where it is feasible to achieve unanimity in the meeting (family companies, joint ventures, startups with few founders).
• CFOs and financial directors of LLCs that are evaluating balance sheet restructuring operations.
• Legal advisors and notaries who process deeds of capital reduction due to losses.
• Commercial registrars, who must apply this consolidated DGSJFP doctrine when qualifying the titles.

Practical example

The case itself resolved by the DGSJFP serves as a real example. Stilo A Scala SL agrees in a meeting to a capital reduction of 297,779.95 euros to offset losses. The agreement is adopted unanimously by all partners. The company executes a public deed and presents it to the Commercial Registry VII of Madrid without an auditor's report.

The registrar suspends the registration arguing that art. 323 LSC requires such a report. The company files an appeal with the DGSJFP. The General Directorate upholds the appeal and orders the registration, confirming that the unanimity of the partners replaces the audit report in loss-related reductions.

Practical result: the company registers the capital reduction, remedies its balance sheet and avoids the cost and time of hiring an audit for this specific operation.

What should companies do now?

1. Verify if your LLC has accumulated losses that justify a capital reduction for balance sheet remediation.
2. Confirm that it is possible to obtain unanimity of all partners in the meeting: without unanimity, the auditor's report remains mandatory.
3. Call the meeting with all partners and ensure that the capital reduction agreement is adopted with the favorable vote of 100% of the capital, without absences or abstentions.
4. Properly document the agreement in the meeting minutes, expressly reflecting unanimity and the implicit waiver of the auditor's report.
5. Execute a public deed before a notary and register it in the Commercial Registry, invoking if necessary the DGSJFP doctrine (resolution of 19 May 2026, BOE-A-2026-17559) if the registrar issues a negative qualification note.
6. Consult with a legal advisor if the competent Commercial Registry issues a negative qualification note: the appeal to the DGSJFP is the appropriate channel and, as this case shows, has real chances of success.

Official source

Consult complete regulation in official source

Notice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-17559