In Corporate and Tax practice, it is common for entities to focus their attention on business operations and compliance with their immediate tax obligations. However, there is a fundamental pillar that is often overlooked and that is crucial for the regulatory and corporate compliance of any company: corporate books.
These records are not only an internal tool, but also a comprehensive legal obligation that links the corporate sphere with tax accounting.
The Legal Basis: A Multidisciplinary Obligation
The obligation to keep Corporate Books is neither optional nor administrative; it derives from two key areas of our legal system:
Tax Area: According to Article 28 of the Federal Tax Code (CFF), the accounting of a legal entity is not limited exclusively to invoices and account statements. The law expressly includes corporate books and records within accounting. In practical terms, this means that the absence, outdatedness, or incorrect implementation of corporate books may constitute a tax violation, subject to observations or contingencies in the event of a review by the authorities.
Commercial Environment: For its part, the General Law on Commercial Companies (LGSM) imposes on corporations (SA) and limited liability companies (SRL) the obligation to keep certain corporate books, with the aim of guaranteeing transparency and legal certainty in the company’s actions.
Essential Books
Depending on the type of company and the provisions of its articles of incorporation, the main records that must be kept are:
- Shareholder Register (SA) or Partner Register (SRL): This book is the definitive record of the ownership of shares or partnership interests. Its main function is to provide legal certainty as to who the shareholders or partners of the company are and what proportion they hold.
- Minutes Book: This book records the decisions made by the shareholders or partners. It is the formal record of the decisions made by the company and documents, among other things, the approval of financial statements, the appointment or removal of administrators, the distribution of profits, and amendments to the articles of association.
- Capital Variation Book: This is a pillar for controlling movements in share capital, especially in variable capital companies. It allows for the monitoring of increases and decreases in capital resulting from contributions, capitalizations, or withdrawals, and provides a clear history of the evolution of the company’s share capital.
- Board of Directors’ Meeting Minutes Book: When the company is managed by a collegiate body rather than a sole administrator, this book is indispensable. It formalizes the agreements of the Board of Directors, serving as evidence of the exercise of its powers, the due diligence of the directors, and the fulfillment of their responsibilities to the company.
Registration as a key element: Article 129 of the LGSM
One aspect that is often overlooked is that formal recognition of shareholder status in relation to the company and third parties is perfected by registration in the Shareholders’ Register.
Articles 73 and 129 of the LGSM establish that it is this register that grants legitimacy for the exercise of corporate rights. Furthermore, in accordance with Article 50 Bis of the Commercial Code (CCom), any movement in this book must be published on the Commercial Companies Publications (PSM) portal of the Ministry of Economy in order to be fully legally effective.
Format and Preservation
The legislation allows these books to be kept in both printed and electronic format, provided they meet certain requirements:
Printed Format: They must be properly bound, pasted, and paginated in accordance with the provisions of Article 34 of the CCom.
Electronic Format: They must comply with the provisions of NOM-151, ensuring the integrity and availability of information in the long term.
Conclusion
Keeping corporate books up to date is not a mere bureaucratic formality or a secondary requirement. It is an essential legal preventive measure for the operation and evolution of any company, especially in the face of processes such as audits, restructurings, transformations, liquidations, or requests from the authorities. At VAHG, we understand that corporate management requires precision, consistency, and a preventive vision. Therefore, we provide comprehensive support in the preparation, updating, and regularization of corporate books, ensuring that companies comply with the highest legal and accounting standards, protect their assets, and operate with full legal certainty.
Elvia Ríos Saldaña | Partner
+52 (33) 38171731 Ext 228 | erios@vahg.mx
| Luis Andrés Estrada Intriago | Senior Associate
+52 (33) 38171731 Ext 224 | lestrada@vahg.mx |
Luis Humberto Gordillo Rosas | Paralegal
+52 (33) 38171731 Ext 238 | lgordillo@vahg.mx |
**The publication of this document does not constitute legal, accounting or professional advice of any kind, nor is it intended to be applicable to particular cases. This document only refers to laws applicable in Mexico.