What happens if I do not legalize the membership record book on time?

The partners’ registry book is one of the obligatory commercial books in a company. It is the registry document in which the identity of the different partners owning shares in a business entity is recorded. In this book the evolution or transfers of these participations must also be recorded. Before talking about the characteristics of this book, it is necessary to clarify that for this same purpose, the name of the mercantile book can be different.

In the first place, we have the book of registration of the partners. This book is used for limited liability companies (SL), labor limited companies (SLL) and mutual guarantee companies (SGR). The company record book is the one that must be filed by sole proprietorships (SLU). In this case, since there is only one partner, the agreements with this one must be recorded. Lastly, there is the book of registered shares. This book is used by corporations (SA), labor corporations (SAL) and limited partnerships by shares. The main difference between this book and the two previous ones is that the entities have nominative shares. Therefore, it is necessary to keep a record of who the owners of these shares are.

Now that we have differentiated between the different types of books, let’s answer the most frequently asked questions when we talk about the partners’ record book and its analogues.

What is a shareholders’ ledger?

As we have already mentioned, the shareholders’ ledger is the one in which the ownership of the participations, or shares if applicable, of a company is recorded, as well as their contributions to the company’s assets. For it, it will have to gather: the data of the founding partners, the transfers of participations and shares that take place and who are the holders of each share or participation and their addresses.

Although it may seem that its usefulness is merely registry, that is to say, to have a history of the participations of the company, this book fulfills a more important function. It is the registration in this book that legitimizes the partners of a company to participate in the usual shares of the company. A clear example of this power is the holding of meetings. If the ownership of shares is not recorded in the registry book, that person will not be able to take shares in the meeting, and his voice will not be heard when it comes to making decisions.

Although this is the general precept for the attendance to the meetings, it is necessary to clarify that it is not an absolute principle. In fact, there may be cases in which it contradicts what is established in the register of members. It may be the case that, despite the fact that a person is formally registered as a partner, he/she is deprived of his/her attendance and vote in the decisions of the entity. This can occur if the company, and in particular the Chairman of the Meeting, is aware that the person is no longer a member. This proof must be well proven and documented in order to be able to defend oneself against possible legal problems.

This situation can also occur in the other direction. If the company and the Chairman of the Meeting are aware that a person is indeed a member, he/she will be able to attend and vote at the meeting even though he/she is not formally registered in the register of members.

What information should be included in the register book?

Once we have explained what is and what are the main functions of the register book, it is necessary to dwell on what this book must include to be considered as such. Essentially, we refer to:

• The ownership of all the shares. In order to correctly identify each of the owners, it is necessary to include their name and surname, their address and their tax identification number (NIF).
• The number of shares of each partner. The title and date of acquisition of these shares must also appear.
• The numbering of the shares.
• The public deed of ownership.
• The sales or disposals of the shares.

What data must the registry book include?

At the time of legalizing the register book of partners, we have to take into account that, since 2013, this is done telematically. Therefore, it has to be presented for its legalization in this format, and within the four months following the closing of the corporate year. This legalization has to be done at the Mercantile Registry of the registered office of the entity. The deadline to submit it is 4 months after the closing of the fiscal year. Therefore, if we take as a reference the calendar year to conclude the financial year, both the register of members and all the obligatory books have to be presented on April 30 of the following year.

Although this is the deadline for submitting them, legalization after the deadline does not imply a penalty. The Regulations of the Mercantile Registry state that “In the event that the legalization is requested after the legal deadline, the Registrar will so state in the diligence of the Book and in the corresponding entry in the legalization file-book”.

However, although there is no commercial sanction, it can be sanctioned due to the tax consequences. The article 200 of the General Tax Law, the non presentation of the books is considered a serious infraction, with a sanction that will oscillate between 150 and 300 euros.

As there are no sanctions for not having the books legalized, we may think that this procedure is merely bureaucratic, and that it will not have many consequences in the future, but it is not so. Failure to comply with this obligation can have negative consequences for companies. To give several examples, it can be used by creditors, together with other indications, to request the personal liability of the administrators for the debts of the company. It can also be taken into account to qualify as guilty an insolvency proceeding, which would also imply a direct liability of the administrators. Finally, in the event of a conflict between partners or with third parties, the legalization of books gives value to their content for evidentiary purposes before the courts.

Outsource your accounting with Vasalto

At Vasalto, we have been helping companies with a comprehensive service for more than 30 years. We offer both payroll outsourcing services and advice on your accounting. During these years we have worked hand in hand with a large number of clients who are leaders in their respective sectors, which gives us a great deal of experience in the sector.

We are present in several countries, with headquarters in Madrid, Barcelona, Porto and Bordeaux, and we have clients all over the world, as well as collaborators in more than fifty countries. Moreover, Vasalto is a purely technological company. We believe in putting technology at the service of talent. That is why we have a series of proprietary computer systems that allow us to manage more than 35,000 payrolls every month and automate most of our clients’ accounting procedures.

Thanks to Valanza, Vasalto’s legal office, we also have a team of lawyers specialised in the areas of commercial, civil, labour and administrative law, among others. We count on them to provide the best legal assistance possible, always working towards comprehensive service.

If you are interested in learning more about payroll outsourcing, at Vasalto we will be happy to assist you. Contact us to get to know us and see how we can help your company.