Key commercial measures for companies before closing 2025: recent legislation and its sectoral impact

Empresas 2025

The year 2025 has brought significant legislative novelties in commercial matters that Spanish companies must consider before the end of the financial year. These measures, published in the Official State Gazette (BOE), affect both the internal operations of companies and their asset and accounting status. The most relevant ones and their potential impact on strategic sectors like real estate are detailed below.

1. Suspension of the Cause for Dissolution Due to Losses

Royal Decree-Law 4/2025, of April 8th, has reinstated an exceptional measure previously applied during the pandemic: the suspension of the cause for dissolution due to losses outlined in Article 363.1.e) of the Capital Companies Act. This rule establishes that losses from the 2020 and 2021 financial years will not be taken into account when calculating whether the net equity has fallen below half of the share capital.

What does it mean?

Companies that, after excluding those losses, remain in a situation of asset imbalance at the close of 2025 must call a general meeting within two months to adopt corrective measures (capital increase or reduction, dissolution, etc.).

Who is particularly affected?

Sectors highly exposed to economic cycles, such as real estate, where asset valuations and profitability can fluctuate significantly.

2. Extraordinary Deadline for Formulating Annual Accounts

The same RDL 4/2025 establishes an extraordinary deadline for formulating the annual accounts for the 2024 financial year, applicable to those companies that had not formulated them before April 9, 2025. This measure aims to give companies leeway to adapt to the effects of the international tariff crisis.

3. Mandatory Electronic Invoicing and Fight Against Late Payment

Although approved back in 2022, the Crea y Crece Law (BOE-A-2022-15818) continues to have effects in 2025. Among them, the obligation to use electronic invoicing in transactions between businesses and professionals stands out.

• What must companies do before the end of the year?

  • Adapt their accounting and invoicing systems.

  • Guarantee interoperability with public and private platforms.

  • Train administrative and financial staff.This measure aims to reduce commercial late payment, improve payment traceability, and facilitate access to financing.

    
    

4. Corporate Limitations in Real Estate Transactions

In the real estate sector, documents such as the power of attorney deeds from March 2025 reflect how companies are adapting their bylaws and governance structures to comply with new legal requirements. Among the most common limitations are:

• Restrictions on the purchase and sale of real estate assets without prior approval.

• Limits on debt based on the value of assets.

• Requirements for partial registration in the Commercial Registry for complex operations.

5. Reforms in Corporate Governance and Digitalization

Other measures that companies must consider before the year-end include:

• Holding general meetings by telematic means, with full validity if legal requirements are met.

• Electronic registration of corporate agreements.

• Review of statutory clauses to adapt them to new demands for transparency and good governance.

Conclusion

Closing the 2025 financial year requires companies to conduct a thorough review of their legal, accounting, and corporate status. The recent reforms seek to provide greater flexibility to the business sector, but they also demand a higher degree of regulatory compliance.

Sectors such as real estate, due to their operational complexity and exposure to financial risks, must pay special attention to these obligations. Having specialized legal advice and anticipating deadlines will be key to avoiding penalties, optimizing management, and taking advantage of the opportunities offered by the new legal framework