Accounting before a funding round in Spain

For a Spanish company preparing a funding round, our recommended starting point is a dated financial pack that connects the accounts to supporting records, explains unresolved differences and separates recorded results from forecasts. That recommendation builds on the record-keeping duty in the Spanish Commercial Code; the pack itself is an operational tool, not a statutory form.

Pick a reporting date, establish which figures are complete and give one person responsibility for answering questions. Test the pack against a couple of balances: is that customer still expected to pay, and why does the founder’s transfer appear as a loan?

This guide concerns Spanish companies preparing accounting information for investment discussions. It distinguishes recommendations from legal duties and funding conditions. The depth of a review depends on the company and the proposed transaction; use the investor’s actual request list to settle the scope.

Decide what the financial pack must answer

Begin with the decisions the investor is being asked to make. Which company receives the money? How much is being raised? What will it fund, and what financial history supports the plan? Record these answers on the cover sheet, together with the period covered and the latest completed accounting month.

For your first internal review, prepare a balance sheet, profit and loss account and a cash movement schedule for the same dates. Add a trial balance, meaning the list of ledger account balances behind those statements. Keep an editable copy so the reviewer can trace totals, and retain a dated PDF of the version shared.

CDTI’s published 2024 INNVIERTE co-investment agreement asks for historical and proposed cap tables, financial statements and details of previous financing in its investment proposal annex. This is an example from that agreement, rather than a rule for every round. Confirm the documents applicable to your transaction. CDTI, Annex I, sections vii–viii.

Build a request register with a row for each deliverable. Give each row a reporting period, owner, due date and status. Useful statuses include awaiting source records, under reconciliation, reviewed and shared. Keep a separate note for the version already sent. Otherwise, someone can replace a spreadsheet while a reviewer is still discussing the previous figures.

Avoid choosing a long reporting period simply because it sounds more thorough. Start with the most recent completed year and the current period, then agree how much earlier history the review needs. Include earlier transactions when they still explain today’s balances, such as an unpaid founder loan or an earlier capital increase.

Reconcile the balances before explaining growth

Article 25 of Spain’s Commercial Code requires orderly accounting suited to the business, and using an authorised bookkeeper does not remove the business operator’s responsibility. Directors should therefore ask what has actually been reconciled before approving a pack for circulation. Commercial Code, Article 25.

Work through the balances that support the story in the presentation. The following is a proposed preparation checklist. It does not describe a mandatory audit programme.

Area	Evidence to assemble	Question to resolve
Cash	Statements for bank accounts and payment providers, with reconciliation schedules	Does each reported balance agree to its source at the reporting date?
Customers	Invoice list, credit notes, receipts and ageing report	Which amounts remain unpaid, disputed or subject to a refund?
Suppliers	Invoices, supplier balances and subsequent payments	Are there obligations missing from the current reports?
Payroll	Payroll summaries, related payments and outstanding balances	Do the accounts and cash forecast cover the same workforce?
Borrowings	Signed agreements, lender statements and repayment schedules	What principal, interest and conditions remain outstanding?
Founder transactions	Transfers, expense evidence, agreements and relevant approvals	What does each balance represent, and who has assessed its treatment?

For each reconciliation, retain both the schedule and its unresolved items. A spreadsheet marked complete is unhelpful if it contains an unexplained adjustment that forces the total to match. Ask the preparer to describe the difference, identify the missing evidence and state who will resolve it.

Payment processors deserve their own reconciliation. In an illustrative online business, customer charges, refunds, processor fees and bank payouts appear on different reports. Match these movements through the provider’s settlement records before using bank receipts as a sales figure. Document the mapping once so the next month can use the same method.

Treat old balances as questions rather than assumptions. An unpaid invoice may be a timing issue, a customer dispute or an error. A supplier credit may belong to a missing document. Ask for the underlying evidence before deciding the accounting treatment. The age of a balance is a useful prompt for investigation, not the conclusion.

Explain why cash, revenue and the pitch deck differ

Under the Spanish General Accounting Plan’s accrual principle, income and expenses belong to the period in which the underlying economic events occur, independently of when the money is collected or paid. Specific recognition rules still apply. General Accounting Plan, conceptual framework.

Create a reconciliation between each headline number in the presentation and the underlying reports. If the deck shows bookings, define whether these mean signed orders, invoices or some other measure. If it shows recurring revenue, state the calculation and exclusions. Keep the commercial metric separate from the statutory revenue figure, then explain how the two relate.

Suppose, as a hypothetical example, a customer prepays an annual service while another customer has received an invoice but has not yet paid. A bank export cannot, by itself, explain the service periods or collection risk. Give the accountant the contracts and delivery details. In the forecast, document when you expect the unpaid customer to settle and what supports that expectation.

Use a small definitions sheet for the measures you share. Record the metric name, source system, period, formula and person responsible. Include a note when the definition changes. If a growth chart switches from invoiced sales to signed contracts halfway through, either restate the earlier figures consistently or make the change visible.

An adjustment described as exceptional deserves a written explanation. Keep the reported result visible and show the proposed adjustment separately. Record its amount, source document and rationale. Do not remove a recurring expense simply because the presentation looks stronger without it. Let the reader see the evidence and assess the interpretation.

Put corporate records beside the financial history

For companies governed by the Companies Act, directors must formulate annual accounts within three months of the financial year end; the filing obligation generally runs within one month after approval. Check the actual year end and any special rules before applying a date. Companies Act, Article 253 and Article 279.

In the pack, distinguish accounts that are still being prepared from those formulated, approved or filed. Add the relevant evidence of each completed step. A PDF exported from accounting software should not acquire the label filed accounts just because somebody puts it in a folder with that name.

For an SL, Article 104 of the Companies Act requires a register of members that records original ownership, subsequent transfers and rights or encumbrances over the participaciones. Compare your working cap table with that register and the relevant transaction documents. Companies Act, Article 104.

Ask the legal and accounting owners to work from the same transaction list. For each financing event, identify the date, signed instrument, money received and accounting entry. Have the legal owner check ownership and rights. Have the accountant explain the recorded balances. A spreadsheet percentage does not resolve a missing agreement.

List convertible instruments and incentive arrangements separately, if they exist. State which conversion or dilution assumptions your proposed cap table uses and who has checked them against the documents. Do not copy a foreign financing template’s treatment into Spanish accounts without an assessment of the actual instrument.

Keep tax evidence separate from accounting assurance

A tax compliance certificate is informative and has the effects stated in the certificate and its governing rules; it is not an audit opinion on the company’s accounts. Read its date and purpose before describing what it establishes. Royal Decree 1065/2007, Article 75.

For preparation, assemble the relevant filed returns and submission receipts by period. Add an inventory of open notices, payment arrangements and matters under review. Ask the tax owner to explain differences between tax returns and accounting reports. A different total needs a reason; it does not automatically mean either document is wrong.

Record tax assets and reliefs claimed in the accounts or forecast as separate review items. Identify the supporting calculations and the person assessing their use. The forecast should make clear when it assumes a cash tax payment or refund and what that timing depends on. This guide cannot establish whether a particular company’s deduction or loss balance is available.

Start the tax document request with the periods and balances under review. Preserve the wider archive and expand the request when a specific issue warrants it. If a formal notice is involved, route it promptly to the person responsible for that procedure.

Build the cash forecast from the reconciled starting point

For the fundraising model, use the confirmed cash balance at the reporting date as the opening point. List expected receipts and payments by month, with more frequent detail if management needs it. State whether a line is supported by a signed contract, an agreed payment schedule or a commercial assumption.

Keep the proposed investment visible as a separate financing line. Run a version in which it arrives later than planned and another in which it does not arrive. This is a recommended planning exercise, not a prediction of the outcome. It helps management see which commitments rely on the round and which payments already exist.

Define the cash measures used in the model. For example, if you use net cash burn, state which operating receipts and payments it includes and how financing flows are treated. If you present runway as a number of months, show the underlying cash schedule too. A single ratio hides a large supplier payment or a change in hiring plans.

Connect the use of funds to decisions. For a proposed hire, record the planned start date, the cost assumption and who checked it. For product development, distinguish the planned cash spend from the accountant’s assessment of how it appears in the accounts. For a new market, identify which costs are committed and which remain estimates.

Then compare the forecast with the most recent actual month. If sales collections, payroll or overheads differ substantially, write down why. The difference may be justified by a signed customer agreement or a deliberate change in spending. The model should contain that explanation rather than rely on the founder remembering it during a meeting.

Assign the accounting work and the finance work

Choose the finance support by the work left undone: historical reconciliation calls for accounting capacity, while funding scenarios and investor questions need an explicitly assigned finance lead. This is our resourcing recommendation; the Commercial Code’s accounting responsibility does not prescribe a CFO job title.

Ask the existing gestoría for a written response to the request list. Which reports can it deliver? Who can explain the entries? Does the engagement cover historic reconciliation, and how will additional review questions be charged? These questions establish whether the gap is missing information, limited capacity or work outside the current contract.

A founder may own the forecast when the company is simple and the assumptions are manageable. A finance specialist may be useful when several entities, financing instruments or operating scenarios need coordination. Evaluate the work and the available skills before deciding between a project engagement, ongoing external support or an internal hire.

Separate these responsibilities in the timetable: the accountant assesses historical records; the finance lead maintains the model and responses; the legal adviser reviews transaction documents; management supplies assumptions and approves information shared. One person may perform more than one function where appropriate, but each deliverable still needs an owner.

If this exposes a broader service gap, When Your Business Outgrows Its Accounting Firm covers how to assess support across disciplines. A funding round is a useful reason to clarify the engagement, but it does not by itself establish that the current firm should be replaced.

Confirm whether an audit or a specific report is required

Article 263 provides size-based exemptions from the general audit duty, with tests across financial years and a specific first-year rule. An adviser must assess the company’s circumstances and any other applicable triggers. Companies Act, Article 263.

Financing conditions need a separate check. ENISA’s published startups and SMEs financing requirements include deposited accounts for the last financial year and externally audited accounts for requests above €300,000. Those are conditions of the cited financing offer, not a general threshold for venture investment. ENISA financing requirements.

Ask the prospective investor to specify the report, its scope, the periods it covers and the required preparer’s qualifications. Confirm the delivery date and who bears the cost. Do this while agreeing the timetable: an internal reconciliation exercise should not be described as the external report the investor has requested.

Budget preparation and review separately. The accountant may need to supply schedules and answer queries even when another professional prepares the report. Agree how those requests will reach the company and how unresolved matters will be escalated. Keep statutory obligations in the calendar while the funding work proceeds.

Record problems without silently rewriting history

The Spanish General Accounting Plan distinguishes prior-period errors from changes in estimates: its rule 22 applies retrospective treatment to the former and prospective treatment to the latter. Classification needs an accounting assessment, including the applicable framework and disclosures. General Accounting Plan, rule 22.

Our preparation sequence for a discrepancy is to preserve the source documents, identify the affected period, obtain the accounting assessment, check any tax or filing consequences and update the investor pack with a dated explanation. This is a recommended workflow; rule 22 does not provide a universal tax-return correction procedure.

Maintain an issues log with the amount if known, the affected reports, the missing evidence and a responsible person. Separate confirmed errors from questions still under investigation. Use unknown when the exposure has not been assessed; a blank cell or a zero can convey the wrong conclusion.

Prioritise matters that affect the figures already shared or the ability to fund planned payments. Ask the relevant adviser to assess legal or tax urgency independently. A small documentation gap and a disputed ownership position need different responses, even if both appear as open rows on a checklist.

When a change affects a shared figure, retain the earlier pack and issue a replacement with a change note. Describe what changed and which schedules it affects. Agree the communication with the people managing the transaction. Do not give different reviewers conflicting explanations because they asked on different days.

Give reviewers controlled access to useful evidence

The AEPD’s data-protection principles require lawful processing for specified purposes and limiting personal data to what is necessary. Apply those principles before uploading payroll files or customer records. AEPD guidance on principles.

As an operational starting point, share aggregate workforce costs where these answer the initial question. Ask the responsible adviser to assess any request for identifiable records, the lawful basis, recipients and safeguards. An NDA does not answer all of those questions. Avoid placing identity documents in a general finance folder for convenience.

Use a data-room index with descriptive filenames and an access owner. Give reviewers the material relevant to their role and keep a record of what was shared. Put superseded versions in an archive whose status is obvious. Set a review point for access when discussions end or the transaction moves to a new stage.

Before sending the pack, have someone who did not assemble it trace a headline revenue figure and the opening cash balance to their sources. Ask them to find the latest cap table and an unresolved issue without help. If they cannot, improve the index or explanation before adding more documents.

Frequently asked questions

How much accounting history should we prepare before a funding round?

Agree the period with the prospective investor and identify what your company can supply. Start with the last completed financial year and the current period, then extend the pack for earlier financing, outstanding balances or specific requests. Keep the period consistent across reports. A newly incorporated company should clearly identify its shorter history instead of creating annualised figures that look like completed results.

Does raising investment mean our Spanish company needs an audit?

Assess the company’s legal position and the proposed financing conditions separately. Article 263 of the Companies Act contains exemptions from the general audit duty, while an investor or funding programme can request additional work. Ask exactly what report is required, which periods it covers and who may prepare it. An accounting clean-up does not constitute an audit opinion. Companies Act, Article 263.

Can our existing gestoría prepare the financial due diligence pack?

Ask for a written scope covering reconciliations, report dates, supporting schedules and answers to reviewer questions. If the firm can provide that work, appoint an internal owner to coordinate it. Forecasts, valuation discussions and negotiation support need their own assigned owner and agreed deliverables. These responsibilities can sit with different people; a CFO title alone does not establish the service you will receive.

What should we do if the investor deck differs from the accounts?

Freeze the versions already shared and build a reconciliation between them. Check the reporting period, entities included and definitions before assuming there is an accounting error. Explain each remaining difference and ask the accountant to assess any correction. Share a dated replacement and a change note when the figures change, so readers can identify the version they should use.

Should we wait until every accounting issue is resolved before speaking to investors?

For initial discussions, our recommendation is to label preliminary figures and disclose unresolved matters that affect them. Before formal review or signing, agree how each material issue will be resolved or documented with the relevant advisers and investor. There is no universal clean-up period in this guide. An unknown cash balance or unexplained ownership difference deserves attention before you rely on the affected figures.

Start with a scoped preparation meeting

Bring the latest accounts, the investor’s request list and your proposed timetable to the meeting. Agree the reporting date, missing records, owners and the next review point. Request a written scope that distinguishes routine accounting from historical clean-up and transaction support.

TaxFactory’s tax and accounting and financial advisory pages provide a starting point for that conversation. Confirm the proposed deliverables, availability and fees for your company before engaging the work. If a transfer is necessary, How to Switch Accounting Firms in Spain Without Losing Control explains the handover questions to resolve first.

At the end of the meeting, give each missing document and unanswered question an owner and a review date. Keep that list beside the pack you share with the investor, and update both when the figures change.