What data does the Minute Book have to collect?

Meetings are of great importance within the company. In them, decisions are discussed and taken, such as the modification of the bylaws or the approval of the accounts. Because of the importance of these meetings, it is necessary that what happens in them is reflected in the minutes. The compilation of these minutes is what gives rise to the minutes book. This is nothing else than an accounting book that gathers the information of all the meetings or meetings that take place between the partners of a mercantile entity during each fiscal year.

Everything that has relation with the obligations and rights in the mercantile scope is gathered in the Code of Commerce. Article 25 is the one that obliges the entrepreneur to record the activity of the business in the different accounting books. In addition, Article 26 is even more specific and speaks directly of the book of minutes. It establishes the obligation to document the agreements reached in the model minutes of the Shareholders’ Meeting and the Board of Directors by means of the minutes book. This book must be previously legalized by the Mercantile Registrar to allow its use.

Once we are clear about what the minutes book is, we have to talk about the minutes. For a document to be considered as minutes, it is not enough to record what was said in the meetings of the board. A series of requirements must be met, both in a formal and substantive sense, in order for them to be considered minutes. Each of the minutes recorded in the book must contain the following data:

• Date and place of the meeting.
• Date and manner of the previous convocation, as well as the items appearing as the agenda. Given the importance of the meetings of the board, these must be called in advance. In addition, the items to be discussed at the meeting must be included in the notice of meeting.
• Number of partners and representatives, share capital contributed by each one. In the case of a universal meeting, the date, place, name and signature of each attendee must also be added.
• Summary of the matters discussed and debated during the meeting. It is necessary that the items on the agenda are discussed at this meeting, and that the opinions of the attendees are recorded in the minutes. These minutes can be used to later prove, if necessary, why certain decisions were made.
• Agreements reached and voting results. In this last point it is necessary to specify the number of votes in favor of the agreements.
• Approval of the minutes. This is a fundamental point to conclude all of the above. If the minutes have not been approved, there will be no confirmation of the agreements reached. Without the approval of the Meeting or Board, the signature of the Secretary of the same and the approval of the President, the decisions will not be effective.

In the specific case of the General Meeting, it must be approved by the Meeting itself at the end of the meeting or within fifteen days by the Chairman and two members, one representing the minority and the other the majority. The administrative bodies, in accordance with the provisions of the articles of association, may also approve the minutes at the end of the meeting.

Sometimes these minutes are certified by a notary who, in person, is in charge of verifying the whole protocol of the meeting and the identity of the attendees (including the Chairman and the Secretary) as well as transcribing the interventions and the agreements reached and even the objections. These notarized minutes will become part of the Minutes Book.

Legalization of the minute books

All the minutes of meetings of the collegiate bodies of the mercantile companies must be recorded in electronic format. This obligation also affects in case there is only one partner and one administrator. When it comes to legalize this record of the minutes, we have to take into account that, since 2013, this is done telematically. Therefore, the minute books must be presented for their legalization in this format, and within four months following the closing of the corporate year.

In each fiscal year, the minutes of the preceding fiscal year must be legalized. This book may be a single book for the minutes of all the company’s collegiate bodies, or also a book for each of the collegiate bodies. The opening and closing dates of the fiscal year must be recorded in each of these books.

The minute books, whether they include only one or several, must be legalized annually, as if they were accounting books. With regard to these minute books, it is also possible to legalize a minute detail book at any time during the fiscal year, if it is necessary to accredit a specific fact.

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