15 de September de 2021
In this post we will talk to you about the law books to be delivered, during the company’s incorporation process in Colombia. It should be noted the vital importance of the proper preparation and presentation of the aforementioned books, for all legal purposes, and the benefits it generates for companies, as are their accounting records.
Books to be presented to the Mercantile Registry.
In recent years, the current Colombian legislation has been carrying out a process of simplification of procedures that gave rise in 2012, to the so-called Anti-Procedures Decree (Decree Law 019 of 2012).
In this sense, the modification of the law established changes in article 28 of the Commercial Code, referring to the books required at the time of registering a new company. These are the register book of partners and shareholders and the book of minutes of assembly and meetings of partners.
Register book of partners and shareholders.
This book basically consists of the compilation of information regarding the partners that are part of the company, from the moment it is incorporated. Therefore, the names of the partners and their holdings should be included in this book, chronologically.
Likewise, you must record in this instrument, each update regarding the modifications in said shares that may occur due to capital increases, sales, or others.
Based on the foregoing, this membership book must contain the following information:
- Name and ID of each shareholder
- Number of shares owned by each shareholder.
- Date of registration of the shares in the name of each partner
- When it refers to unpaid subscribed shares, indicate the date on which the payment will be made.
- Data on liens on mortgages (in case of liens)
- Stock transfers
Minutes book of assemblies and partner meetings
The minute book is used to compile the information of each one of the minutes where the topics discussed in the meetings held by the partners are recorded. In this book, you must first write down data such as the topic of the day and the attendance of the members; also highlighting the respective quorum.
It is important to point out that the referred book of minutes of assemblies and partner meetings must be validated with the signature of the president of the company and the secretary. If necessary, it will also have the signature of a tax auditor. Likewise, you must attach the minutes to the book, duly numbered and ordered by date.
Guidelines for preparing and inscribing the books
Regarding the rules for preparing the books to be delivered to the Mercantile Registry, the law instructs the interested parties to present the books in sheets that can be loose or made up of continuous series in physical form.
On the other hand, the delivery mechanism by electronic means was enabled, based on Law 527 of 1999; that received due regulation, with decrees 805 of 2013 and 1074 of 2015.
Likewise, it was established that the books to be delivered physically or electronically, will be valid with the digital signature of the legal representative, in addition to the people who obtain the positions of president and secretary, in each meeting that is held.
Importance of keeping record books of partners and minutes
The correct preparation and validation of the membership books and minutes depends to a large extent on the proper registration before the competent body. This is so, since this procedure provides, not only the guidelines to follow, but also the necessary security when it comes to settling legal disputes or sanctions from the Superintendency of Companies.