Pursuant to Act 14/2013 of 27th September to support entrepreneurs and their internationalisation, and specifically on the basis of the interpretation given in this respect by the General Directorate of Notaries and Registries (the GDNR) of 12th February 2015, the obligation was introduced for all companies to legalise company corporate books by telematic means. This new obligation completely changed the existing system for keeping company corporate books. Previously, there was no obligation to inform the Commercial Registry which minutes had been signed during the year, the company simply transcribed those minutes into its corresponding minutes book.
On the occasion of the first telematic filing of company corporate books, the circumstance of the complete use of the previous book shall be recorded by means of a certificate issued by the administrative body of the company incorporated into the filing process as an attached file.
The GDNR resolution issued on 21st February 2019 dealt with the filing by telematic means of the legalisation of a book of minutes together with the corresponding documentation. Said legalisation was refused due to the absence of the certification issued by the administrative body of the company, and the documentation was filed again together with the required certificate, stating that the book previously legalized on 11th May 1999 had been closed on 20th July 2017. However, it was again qualified as defective because the closing date of the preceding book was incorrect, thus raising the question of what is the correct date for the closing of the preceding book of minutes.
A series of instructions were issued by the GDNR during the initial stages of this system of filing by telematic means. Said instructions consisted of various premises (i) that the legalisation of the book of minutes always takes place following the close of the financial year, (ii) that the format of the system must be electronic only, and (iii) that the form of filing must always be by telematic means. In summary, the transitional rules were as follows:
(a) for company financial years open from 29th September 2013 onwards, the filing by telematic means of obligatory books in electronic format must be carried out in accordance with the new system, without any possibility of legalising books in paper format and with blank pages.
(b) books previously legalised with blank pages may be used until the close of the financial year.
(c) if the book had not been closed and entries had been continued to be made following such date, but no later than 31st December 2014, new legalisation was not necessary.
(d) if the book had not been closed and it had been continued to be used, and further entries had been made corresponding to financial years after 1st January 2015, the closure of the book must be carried out with the transfer of these last entries to the new book to be opened in electronic format.
Regarding the matter at hand, the previous book of the company was legalised on 11th May 1999 and was closed on 20th July 2017. In accordance with the aforementioned criteria, the closing date must coincide with the closing date of the financial year initiated before 29th September 2013, and in any case, no later than 31st December 2014.
Mika Tsuyuki
Vilá Abogados
For more information, please contact:
22nd March 2019
