It’s a reality now! On 27th September 2013, Law 14/2013, on support for entrepreneurs and their internalisation was presented. Article 18 of said Law indicated that companies’ books must be legalised electronically, with supports on discs and paper being rendered invalid. This refers to the Accounting Books, Minutes and Shareholders’ Books.
Despite this, there have been many, perhaps too many, Companies Registries that, for a long time, turning a deaf ear to this Law, have allowed the legalisation of physical books, and have even rejected the filing of digital books.
In other words, the book legalisation system has stopped working as we knew it. From now on legalisations may only be presented by electronic means, at least in the province of Malaga, since the capital’s Companies Registry has stated so itself.
It should be remembered that, according to the wording of the aforementioned Article 18 of the Law on Entrepreneurs, it should not be compulsory to submit shareholders and minutes’ books by electronic means.
At the time, members of the Spanish Association of Tax Advisors (AEDAF), through our head office, even consulted the General Directorate of Registries and Notaries (DGRN) and the Spanish Association of Registrars with the intention of unifying the criteria. In the absence of a response, each Registrar opted for the system that best suited them in each case and, in the case of Malaga, as mentioned above, the capital has decided to opt for the filing of all books in electronic format.
This novelty implies that the physical books should be closed and submitted electronically. With accounting books (log book, profit and loss account, balance sheet or annual accounts…), there is no problem, since they have been filed electronically (voluntarily) for several years now, using the software available to users of the Companies Registry’s website: www.registradores.org
It’s a different story for minutes and shareholders’ books, in which we are faced with many novelties, uncertainty, but most of all many questions… How do I close the physical books? Do I need to make a certification and register it before opening the new electronic book? Which formats are accepted by the Registry for legalisation? How do I send the books?… and many more questions.
We are going to try to answer these questions below, indicating the steps to follow to legalise said books:
- Firstly, physical books must be closed through the corresponding note that must be added to it. Therefore, a document must be created informing that on the agreed date the physical book will be closed. This document does not require a certified signature, as it will not be submitted to the Registry.
- Secondly, a certification must be completed in which the Director(s) notify that the physical books have been closed. This certification must be sent along with the copy of all of the minutes from the previous financial year, in the case of the minutes’ book, and with the information of the shareholders’ book, in the case of the shareholders’ book.
It is important to bear in mind that to open the new shareholders’ book, it will be sufficient to create an Excel table including the shareholder’s number, name, Spanish ID number (DNI) or Foreigners’ ID number (NIE), age, address, town, start date, end date and percentage of shareholding.
Once the shareholders and minutes’ books have been created, the data for both can be generated. This does not have to be carried out separately, since the data can be generated together through the LEGALIA programme, which can be downloaded from the website www.registradores.org (https://www.registradores.org/registroVirtual/descargas.do -> Legalización de libros -> Programas -> Legalización digital de libros (Legalia 2014)).
Once the corresponding file has been generated, it must be sent through the Companies’ Registry website using a valid electronic certificate, such as the one we use at Ruiz Ballesteros Abogados y Asesores Fiscales for our clients.
Lastly, allow us to make some recommendations and/or useful practices which may make the job easier:
- In the case of “newly established companies”, all of the above is irrelevant, since they must file books electronically from the beginning and do not need to go through this process of closures and new registrations.
- The same will occur with companies which, although they are not newly established, have never legalised their minutes and shareholders’ books.
- On the other hand, and in this case referring exclusively to the shareholders’ books, it is recommended to carry out the legalisation only for the financial years in which a change has occurred.
- With regards to the filing of minutes’ books, it is necessary to scan all the minutes that are in the physical book and add the relevant note of closing the physical book to the same document, putting first the note and then the minutes.
Undoubtedly, these steps will be our daily bread until we manage to update our clients’ corporate situation. We encourage you to start the procedure and, of course, if you have any doubts… here at Ruiz Ballesteros we can advise you.