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&#8217; 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:
<ul>
<li>Date and place of the meeting.</li>
<li>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.</li>
<li>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.</li>
<li>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.</li>
<li>Agreements reached and voting results. In this last point it is necessary to specify the number of votes in favor of the agreements.</li>
<li>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.</li>
</ul>
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.
<h4>Legalization of the minute books</h4>
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&#8217;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.
<h4>Outsource your accounting with Vasalto</h4>
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&#8217; accounting procedures.
Thanks to Valanza, Vasalto&#8217;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.

What data does the Minute Book have to collect?

Conoce el proceso para la legalización de libros de actas y la importancia de cumplir con los requisitos. Asegura la validez de las decisiones

Legalización de libros de actas: Procedimiento y requisitos clave

¿Qué datos tiene que recoger el Libro de Actas?

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Ines Guerra

We are already in the corporate income tax campaign. From the beginning of this month until the 25th, companies have to file their tax forms corresponding to the fiscal year 2023. When filing this tax, there are a lot of variables to take into account. An example of these changing situations is the consideration as a patrimonial company, which we are going to deepen in this article to know the fiscal restrictions that these companies have.
A company is considered as a patrimonial company when more than half of the assets are constituted by securities or by elements not assigned to an economic activity. In order to make this assessment, the quarterly balance sheets of the fiscal year must be taken into account.
Asset-holding companies are usually set up to separate personal assets from business assets. This management has a series of advantages and disadvantages that it is convenient to know. The most important thing to know about these companies is that the Tax Agency exercises special vigilance with them. This is done to ensure that they are not mere instrumental companies, constituted solely for the purpose of evading tax obligations. In addition, it is also common for certain business groups to set up asset-holding companies whose purpose is to rent real estate to the companies of the group or to other companies.
The holding company is characterized by the fact that it does not engage mostly in economic or mercantile activities to place goods and services on the market. Its main purpose is the administration of a patrimony, normally formed by a series of securities or real estate. The figure of an asset-holding entity, regulated in the Corporate Income Tax Law, is of special relevance for those companies whose main activity consists of the management of movable or real estate assets, without carrying out an economic activity.
It is important to understand that one does not constitute an «asset-holding company» as such, but rather civil or mercantile companies that, in view of their activity and configuration of their assets, are considered as asset-holding companies. Below, we highlight the key points to be taken into account.
<h2>Types of asset-holding companies</h2>
<ul>
<li>Property holding companies. These types of companies only own real estate for family use and enjoyment.</li>
<li>Property rental property holding companies. They are dedicated to the rental of the real estate owned by the company. In order to be a holding company, it is not possible to have anyone hired with an employment contract to manage such rentals. If the company that owns and rents the real estate has, at least, one person hired full time, in this case we will be in front of a non patrimonial company of rent of real estate.</li>
<li>Asset-holding companies holding securities. They are dedicated only to holding securities and investing in the stock market, without having a business structure or employing workers.</li>
</ul>
<h2>Consideration as an asset-holding entity</h2>
When calculating last year&#8217;s Corporate Income Tax (IS), review the accounts and check whether the regime for asset-holding entities is applicable. This will be the case if more than 50% of your company&#8217;s assets are made up of securities or assets not assigned to an economic activity.
As we have seen before, to find out if this is the case, you have to calculate the average of the quarterly balance sheets of the fiscal year. It is not enough to look at the final balance sheet as of December 31. If we are talking about a company that is the controlling entity of a commercial group, we will have to take into account the average of the consolidated balance sheets, regardless of whether or not its group prepares consolidated accounts.
It is therefore advisable to analyze, at the end of each year, the quarterly balance sheets to find out whether or not the company has the status of an asset-holding entity. Calculate the average of the assets of these balance sheets and, if more than half is made up of assets not assigned to these economic activities, or by shares and participations, we can presume that we are in front of an entity of patrimonial regime.
Shares or participations are considered as assets assigned when they grant at least 5% of the capital and are held for at least one year for the purpose of directing and managing the participation, provided that the corresponding organization of material and personal means is available for this purpose.
<h2>Money and credit rights</h2>
It is important to know that, when calculating this average, neither the money nor the credit rights coming from the transfer of patrimonial elements assigned to economic activities or securities that have been carried out in the tax period or in the two previous tax periods will be computed. However, cash and credit rights deriving from the transfer of assets assigned to economic activities carried out in the same tax period or in the two previous periods, or deriving from the ordinary course of the economic activity, are considered as assigned items.
<h2>Loss of tax benefits or incentives</h2>
A company may be adversely affected if it is determined that it is necessary to apply the regime of patrimonial entity. With this regime several tax benefits and incentives are lost that are provided for entities that do engage in the development of economic activities. If the company is considered as a patrimonial entity, it will not be able to benefit from the following conditions:
<ul>
<li>The special regime for small companies (accelerated depreciation, equalization reserve&#8230;).</li>
<li>If it has been constituted recently, in the first two financial years with profits (the first four if it is a start-up) it will not be entitled to benefit from the reduced rate of 15%.</li>
<li>The regime for entities holding foreign securities (ETVE).</li>
<li>It will not be able to compensate the negative taxable bases when the entity is acquired with the intention, on the part of the buyer, to take advantage of such negative bases.</li>
<li>It will not be able to apply the exemption for the tacit capital gain originated in the transfer of the participations with respect to the tax periods in which the entity is considered as a patrimonial entity.</li>
<li>It will not be able to apply the full exemption to eliminate double taxation in the case of receipt of dividends or sale of shares, when certain requirements are met.</li>
<li>It will not be able to apply the reduced rate of 23% (as of January 1, 2023, a reduced tax rate of 23% will be introduced for entities whose net turnover for the immediately preceding tax period is less than 1 million euros).</li>
</ul>
<h2>Your taxes made easier with Vasalto</h2>
In summary, the companies themselves, which have economic activities as their objective, have greater tax benefits than those that are considered patrimonial entities. For all these reasons, it is necessary to carry out as detailed a review as possible of a company&#8217;s economic activities. At Vasalto, we have a team of tax experts that can help you determine whether your company is classified as a patrimonial entity. In this way, we guarantee proper compliance with tax obligations.
At Vasalto, we have been helping companies with a comprehensive service for more than 30 years. We offer both payroll outsourcing services and accounting advice. 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&#8217; accounting procedures.
Thanks to Valanza, Vasalto&#8217;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.

Property companies and corporate income tax

Aprende cómo el Impuesto sobre Sociedades afecta a las empresas consideradas patrimoniales. En Vasalto te asesoramos con tus impuestos.

Las sociedades patrimoniales y el Impuesto sobre Sociedades

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Categoría: Contabilidad