The Article 26 of the Commercial Code establishes the obligation for corporations to keep a book of minutes with at least the following contents:
- All the agreements taken by the General and special Boards and the other collegiate bodies of the company, with expression of the data related to the convocation and the constitution of the body, a summary of the matters discussed, the interventions for which a request for certification has been requested , the agreements adopted and the results of the votes.
Additionally, for Limited Liability Companies, the Capital Companies Law in its Article 104 establishes the obligation to keep a Register of Members with the following content:
- The original ownership and the successive transmissions, voluntary or forced, of the social participations, indicating the identity and address of the holder of the participation;
- In its case, the constitution of real rights and other encumbrances on the participations, also identifying the holder of said real rights or encumbrances.
In an analogous way, art. of the Capital Companies Law requires the keeping of a book-register of registered shares with the same content as that seen above, but referred to the holders of the shares. In this case, when dealing with shares, this obligation must be fulfilled by Public Limited Companies and Limited Partnerships for shares.
Also the legal regime of sole proprietorships (joint-stock companies and liability with a single partner) of Chapter III of Title I of the Capital Companies Law, provides for the obligation to keep a book-record of contracts entered into between the sole shareholder and the sole shareholder.It will transcribe such contracts that must be written or in the documentary form required by law.
All these books will be completed in electronic format and will be presented for legalization in the Mercantile Registry, telematically , within four months of the end of the fiscal year.
As of September 29, 2013, blank books may not be legalized for later use, whether they are bound or formed by mobile pages. Nor will it be possible to legalize books on paper or electronic support of any kind not submitted by telematic means.
The closing procedures are not necessary for the books presented electronically.
On the other hand, it is mandatory to pass to a telematic book in the case of books that were bound in white and already used for accounting, contracts, data of partners / participants and minutes of exercises opened before September 29, 2013.Completed this last year social, the books will be closed by diligence that will be incorporated in the first telematic shipment of the same by means of a file that will include a certification issued by the administration body stating this circumstance. The accounting entries, contracts, data of partners / participants or minutes of an exercise subsequent to September 29, 2013 that have been transcribed to said books will be transferred to the new one that will be sent electronically.
The Book of Proceedings:
The minutes books (board of members, board of directors, etc. and decisions of the sole shareholder) regarding social years started as of September 29, 2013, will be legalized by telematic means within the four months following the closing of the exercise as if it were accounting books. You can legalize books of detail of minutes, if you need to prove a fact punctually at any time of the year, without prejudice to the fact that, in a mandatory manner, they are included in the book of minutes for the entire year.
The register book of social participations, nominative shares and contracts:
The books of this class already legalized blank can be used for legal business prior to September 29, 2013. As of that date, their treatment is similar to the book of minutes regarding the closing and diligence that proves this circumstance in the first telematic shipment .
Cooperatives societies : they will carry the following books that must be legalized, according to the procedure described in previous paragraphs, but before the Register of Cooperative Societies:
- Record book of partners.
- Record book of contributions to social capital.
- Minutes books of the General Assembly, the Governing Board, the liquidators and, where appropriate, the Resources Committee and the preparatory meetings.
- Book of inventories and annual accounts and journal.
- Any others that come required by legal provisions.