What is the company minutes book?
In the Spanish business environment, company minutes books (libros de actas) document and record the most important decisions and agreements affecting the company. These books act as legal evidence of the actions and resolutions adopted by the company's partners or shareholders and the company's governing bodies (if it is a Board of Directors, "Consejo de Administración"), providing transparency and compliance with the laws and regulations in force.
Written by Abigail Sked
Paralegal
Is your company yet to be officially formed? We can help with that:
How to set up a company in Spain
How is a minutes book assembled and submitted?
Content of the minutes book
Commercial companies (Limited Liability Companies, Anonymous Corporations, etc.) are obliged to keep legalised minutes books containing the minutes of all meetings of their governing bodies and partners or shareholders. The minutes books must be kept in an orderly and chronological manner, reflecting the date, place and time of each meeting, as well as the matters discussed and the decisions taken. The list of attendees at the Meetings (Juntas) shall be signed by the partners or shareholders present or represented at the meeting, and the minutes of the meeting shall be signed by the Secretary, with the approval of the Chairman.
You may keep a single book for the minutes of all of the company's collegiate bodies, or you may keep a different book for each of the collegiate bodies, i.e. one Minutes Book containing all the company's minutes, both of the Partners' Meeting and of the Board of Directors, or two different books (one book for the Minutes of the General Meeting and another for the Minutes of the Board of Directors). The opening and closing date of the financial year must be recorded in each of these books.
Annual legalisation and electronic submission of the minutes book
In each financial year, the minutes of the previous financial year must be legalised. The books must be filed annually (no later than four months after the end of the financial year) with the Commercial Registry (Registro Mercantil) responsible for the place of the registered address of the company in order to ensure their legality and compliance with the regulations in force.
In accordance with the provisions of Law 14/2013 of 27 September, the minutes books will be legalised electronically, significantly speeding up this procedure. The online programme called Legalia, provided by the Commercial Registry, is used. This programme allows the minute book to be completed and filed electronically. Once the process has been completed, a file in XML format is obtained as proof of submission. This file can later be consulted at the Commercial Registry to verify the submission made.
Duties of the company director
The keeping of the minutes books is the responsibility of the directors (administradores) and is part of their obligations and duty of diligence. It is essential to keep and legalise the books, as failure to do so may result in liability for the directors and create situations of conflict amongst the partners.
It should also be noted that entrepreneurs are obliged to keep the books, correspondence, documentation and supporting records concerning their business, duly organised, for six years from the last entry made in the books, except as provided for by general or special provisions.
The book of registration of partners
Commercial companies are also obliged to keep a book of registration of partners which contains information on the partners and the number of shares held by each of them. In the event of any changes during a tax year, the book of registration of partners must be amended and submitted together with the book of minutes the following year.
What is the purpose of a company minutes book?
The importance of company minutes books lies in their role as legal evidence of the decisions taken by the company's governing bodies. The process of assembling and filing them not only strengthens the legal integrity of the company, but also facilitates audits, inspections and provides a transparent traceability of key decisions taken by the governing bodies throughout the financial year.
Commercial consultancy for the management of your company's books and records
At Conesa Legal we can register, legalise and file the minutes book for you and advise you throughout the life of your company to make sure that you comply with all of your commercial obligations. Our company secretarial service consists of the handling of the company's official paperwork:
- Advice to shareholders, partners, and boards of directors in compliance with current legislation, daily management, and implementation of agreements.
- Preparation of summonses and drafting of minutes of Ordinary General Meetings (approval of annual accounts) and Extraordinary General Meetings, as well as resolutions of the board of directors.
- Formalisation before a notary of shareholder agreements and administrative bodies' agreements, and their registration in the Commercial Register.
- Maintenance of books: Minutes Book, Partners Register, Nominal Share Book, and Contracts Book, and their annual electronic submission to the Commercial Registry.
- Statutory modifications (change of address, change of company name, change of corporate purpose) and restructuring and balance sheet cleansing operations (capital increases and reductions).
- Commercial paperwork (registrations)
- Changes in shareholders or partners (transfers of shares and social participation units).
- Management of outstanding debts.
Contact María Teresa Garasa, commercial lawyer in Barcelona:
