Minutes Book. Its electronic submission is mandatory.

A very important new development in the keeping of the Minute Books

Law 14/2013 on Support for Entrepreneurs established the mandatory legalization in electronic format and by electronic submission of the books of businessmen, including the Book of Minutes and the Register of Partners.

To date, the application of this regulation has been highly inconsistent among the various Commercial Registries. Therefore, on February 12, 2015, the Directorate General of Registries and Notaries issued an instruction aimed at standardizing criteria and enabling the implementation of this legal requirement.

The fundamental points of this Instruction are as follows:

– Electronic submission of the mandatory books and, therefore, the minutes books is mandatory for all fiscal years beginning on or after 29/9/2013.

–          Submission deadline: within four months from the end of the financial year.

–          The legalized paper minute books will be closed by means of a formality in the first electronic submission.

– The Obligation extends to the Minutes Books of the Board and the Book of Decisions of the Sole Partner.

– Changes made during the previous year that affect the Register of Members must also be reported.

–          The late submission will be recorded as referred to in art. 333.3 of the RRM.

– It is possible to rectify books that have already been legalized through certification by the administrative body.

– It is possible to legalize the historical record if no book has ever been legalized before.

Conclusions:

Before April 30, 2015, it will be mandatory to legalize the minutes corresponding to the 2014 fiscal year using the system described above. From now on, traditional minute books will only be valid for containing minutes from previous fiscal years.

The obligation to electronically submit Board and Council Meeting Minutes at the beginning of each year means that companies need to accurately record their meetings in said Minutes. This obligation has always existed, but its effective compliance by SMEs has also always been very uneven.

We are at your disposal should you need help with the legalization of books or even with the drafting of minutes.

We'd be happy to help you.

Marc Ivars

Lawyer.

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MGI Àmbit

A Àmbit Assessor, SL has 40 years dedicated to the tax, comptable and labor consultancy of the Pime.

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