Through corporate books it is possible to see the movements made by a company, including all the agreements made in assemblies, the changes in the share capital and the registration of partners or shareholders. Such movements can range from approval of corporate years, modification of statutes, increases or decreases in capital, transfer of shares or social shares to liquidation and dissolution of the company.
Corporate Books are the instrument through which we can know the variations that the company has suffered since the date of its constitution, said instrument is regulated both in the General Law of Commercial Companies and in the Commercial Code, making it mandatory for commercial companies in Mexico.
The corporate books must be divided into three sections. The first one is the Assembly registration book, which is the one where all the assemblies held by the shareholders or partners of the company are based. The second section is the book about variations of capital, meaning the increases and decreases that the social capital has suffered, both in the fixed and in the variable part. Finally, the third section includes the book of Registry of Partners or Shareholders, which is about who owns the shares in which the capital is divided. It must include the name, the nationality, address, the description of the title that covers its participation in the company’s capital stock and transfers of shares, if that´s the case.
It is important to always keep the records updated. Article 129 of the General Law of Commercial Companies mentions that those who are registered as such are considered owners of the shares in the registration book that the company carries for that purpose. However, the legislation not only tells us about the need to have books, but, Article 46 of the Commercial Code also indicates the obligation to keep the books, records and documents for a minimum period of 10 years and keep them in good condition.
The administration of the company is responsible for the regular existence and accuracy of their data, in accordance with the provisions of the General Law of Commercial Companies. In case of Limited Liability Companies, the Sole Manager or the Board of Managers are the ones responsible. When dealing with Stock Corporations, either the Sole Administrator, the Board of Directors, or the Commissioner are responsible.
Thus, it is of the utmost importance, not only to have the corporate books, but to keep them updated all the time, in order to avoid problems of both commercial and fiscal nature, since, if there will be an audit by the Tax authorities, it is required to present the printed, foliated, updated and signed books.
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