In other articles of this blog we have talked about the obligatory commercial books for a company: the Minutes Book and the Partners&#8217; Register Book. However, these are not the only book obligations that commercial companies have to comply with. In addition to the mercantile books, it is necessary for them to have a series of accounting and tax books.
Compulsory Accounting Books
The accounting books are used so that a company or a self-employed person can keep an orderly accounting that allows them to follow chronologically all their mercantile and administrative activities. They can be obligatory or voluntary. The obligatory books, in which we are going to stop next, are the Diary Book and the Book of Inventory and Annual Accounts. On the other hand, the voluntary books are the General Ledger and other auxiliary books, such as the Cash Book, the Book of Warehouse Entries and Exits, the Bank Book or the Auxiliary Book of Maturities.
Journal
All transactions related to the economic activity are recorded in the journal. This record must be kept on a daily or chronological basis. The recording of these transactions must be done in an accounting format and nomenclature. This requires a certain degree of accounting knowledge to keep it and also to interpret it.
The journal is prepared for each fiscal year, which usually coincides with the calendar year. 
It begins with a record of the initial situation of the company (opening entry), records the operations of the year, and finally closes with a record of the final situation of the year (closing entry).
Inventory and Annual Accounts Book
The purpose of this is to keep a record of the evolution of the company&#8217;s situation. First, a record is made of the initial situation. Afterwards, the evolution is registered in determined periods of time. These periods can never exceed three months. 
The evolution is carried out by means of balance sheets, the final inventory of the company and, in addition, a set of accounting reports called “Annual Accounts”.
The Annual Accounts include the following accounting reports:
<ul>
<li>BalanceSheet: report on the company&#8217;s assets and liabilities.</li>
<li>Profit and Loss Statement: report on income, expenses and final result.</li>
<li>Statement of changes in equity: report on changes in equity.</li>
<li>AnnualReport: explanation and detail of the previous ones.</li>
<li>Statement of cash flows (only for some companies).</li>
</ul>
In addition to these obligatory books, we have to talk about the General Ledger. This is necessary for the company&#8217;s accounting to comply with both the Commercial Code and the General Accounting Plan. Although this book is not obligatory to legalize it, since it gathers the same information that the daily book but in different format, if that it is considered necessary to have it.
Mandatory Tax Books
These books are mandatory for the companies that have to declare the Value Added Tax (VAT). In these books the economic actions of the company throughout the financial year will be registered. When the time comes to file the tax, it must be done taking into account what is stipulated in these books. The obligatory tax books are: Book of invoices issued, Book of invoices received, Book of investment goods, Book of intra-community operations (if any).
What is the legalization of the obligatory books?
All the minutes of the meetings of the collegiate bodies of the mercantile companies must be reflected in electronic support. This obligation also applies if 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.
<h3>When are the accounting books prepared, legalized and deposited?</h3>
The legislation establishes specific deadlines for the preparation, legalization and deposit of the obligatory accounting books:
Preparation of accounting books: there is a deadline of three months after the close of the fiscal year for the closing of the accounting and the preparation of the accounting books. 
As for most of the companies the accounting year coincides with the calendar year, the closing of the accounting year would be December 31, and the deadline for the preparation of books would be March 30 of the following year.
Legalization of official books: up to four months from the close of the accounting year (April 30 in the case of a calendar year). 
If it is presented after this date, the expression “out of term” will appear, but it does not entail any penalty.
Deposit of the Annual Accounts: up to one month from their approval at the Ordinary General Meeting of Shareholders. 
This Meeting must be held within six months of the end of the financial year, so, in order to make the deadline shorter, the deposit can be made up to July 30 for the financial years that coincide with the calendar year.
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&#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 are the mandatory books for a commercial company?

Descubre cuáles son los libros contables y fiscales obligatorios para tu empresa. Aprende sobre sus plazos de legalización y cómo Vasalto puede ayudarte a gestionarlos.

Los libros contables y fiscales obligatorios para empresas

Cuáles son los libros obligatorios para una sociedad mercantil?

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The partners&#8217; 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&#8217;s answer the most frequently asked questions when we talk about the partners&#8217; record book and its analogues.
What is a shareholders&#8217; ledger?
As we have already mentioned, the shareholders&#8217; 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&#8217;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:
<ul>
<li>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).</li>
<li>The number of shares of each partner. The title and date of acquisition of these shares must also appear.</li>
<li>The numbering of the shares.</li>
<li>The public deed of ownership.</li>
<li>The sales or disposals of the shares.</li>
</ul>
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&#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 happens if I do not legalize the membership record book on time?

Aprende sobre el libro de registro de socios, sus características, cómo se utiliza y la importancia de legalizarlo a tiempo para evitar sanciones y conflictos.

Libro de registro de socios: ¿Qué es y cómo legalizarlo?

¿Qué ocurre si no legalizo el libro de registro de socios a tiempo?

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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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Categoría: Mercantil