The General Law on Commercial Entities (Ley General de Sociedades Mercantiles, “LGSM”) establishes obligations to be complied by each and every company incorporated according to the aforementioned Law. One of these obligations is to keep certain corporate books.
What are the corporate books? Which is the main purpose of corporate books? What kind of corporate books does exist?
The main purpose of corporate books is to record different corporate acts. In the corporate books may be found the whole history of the company since its incorporation.
The corporate books that a company must have updated are the following:
- Shares Ledger: Article 128 of the LGSM establishes that the company must keep a register identifying, among others, the name, nationality, domicile, number of shares of the shareholders of the company.
- Minutes of Shareholders’ Meetings Ledger: Article 194 of the LGSM establishes that the company must keep a book containing the minutes of the General Assemblies of Shareholders. This book must include the Annual Shareholders’ Meeting; said meeting is an obligation that mercantile companies have in the first four months of the year following the end of the fiscal year. The financial statements of the company must be approved in this meeting. Additionally, each and every other held meeting must be included in this book.
- Capital Variations Ledger: Article 219 of the LGSM establishes that if the company makes increases or decreases in its share capital, it must be registered in the registry book.
- Meetings of the Board of Directors Ledger: The law in force does not establish any specific obligation to keep a book where the board’s sessions are recorded. However, this book is considered necessary for the best corporate practices.
In addition, articles 34, 36, 37, and 41 of the Commercial Code (Código de Comercio, “CC”) establish the requirements for keeping such books. And in article 46 of the Code establishes the obligation to keep books, records, and documents for a minimum period of 10 years.
From the aforementioned, it is important to keep in mind that the General Law of Commercial Entities, the Commercial Code, and tax legislation impose the obligation to keep the company’s corporate books, records, and documents for a minimum period of 10 years. In case of not complying with this obligation, the company may be fined for violating these legal provisions. Consequently, we suggested keeping up to date the above–mentioned corporate books and records for a minimum of 10 years to avoid fines and to be a compliant and transparent company.
Gloria Ponce de León & Hernández