GuillermoRosés SRLU

In Spain there are four kinds of company books for which there only one copy exists and they have to be authenticated by the Commercial Registry for the place where the company has its registered office. The process of authentication [legalización] prevents tax fraud but also makes it possible for the company to defend itself against public authorities and in the context of legal proceedings.

The Commercial Registry Regulations make it obligatory to authenticate the following books at least:

1. The company’s minute book.

2. The company’s share register or, as the case may be, register of members, depending on whether the company is a public limited company [sociedad anónima] or a private limited company [sociedad limitada] respectively.

In order to make it easier to complete these books using a computer, they can be authenticated by arranging them in a loose leaf binder (article 332 of the Commercial Registry Regulations). The pages have to be completely blank and must be sequentially numbered.

In all cases, the books must be authenticated before any information is entered into them.

3. Accounting records for each financial year, which must be authenticated within four months after the year end (article 333 of the Commercial Registry Regulations):

a) Day book.

b) Stock and annual accounts book.

These two books will be made up of pages that are bound after all the entries and notes are recorded on them by any suitable procedure. They must be bound in such a way that the pages cannot be substituted. The first page must be blank and the others must be sequentially numbered and must be in the chronological order of the entries and notes made on them. Any blank spaces must be properly deleted.

You can also have the books that detail the information in the day book and any other books that the company keeps in the course of its business authenticated by the Commercial Registry if you so wish.

The four books referred to above which it is mandatory for the company to keep according to the current statutory provisions have to be authenticated in the Commercial Registry for the place where the company has its registered office. The request for authentication has to be made by means of an application in duplicate sent to the appropriate Commercial Registrar.

In the event that the request for authentication is made outside the statutory time period, the Registrar will note this on the written record of the book and on the corresponding entry in the Register of Authentications.

Branches with their own books may have them authenticated in the Commercial Registry for the place where they have their registered office.