Every commercial corporation is required to have several corporate books which contain corporate records.
As a general rule, there are four corporate books:
1) Libro de Actas de Asambleas de Accionistas (Art. 194 LGSM), or shareholders’ meetings minutes book;
2) Libro de Actas de Juntas de Consejo, or Board of Directors Meetings Minutes Book;
3) Libro de Registro de Acciones (Art. 128 LGSM), or Stock Registry;
4) Libro de Variaciones de Capital (Art. 219 LGSM), or Capital Variations Registry Book.
Traditionally those four books were actual books, containing the information mentioned above. It is provided in the Commerce Code (applicable throughout Mexico) that books in paper must be bound and with numbered pages, but that binding may be carried out within the three months next following the closing of the fiscal period.
Since some years ago several changes have been made, but, as we shall see here, not all of them have been successful, so many companies continue with actual books.
The obligation of carrying corporate books is in the Commerce Code, and it is stated therein that “Merchants may opt to carry the general ledger and the minutes books in the printed form, or in media using electronic, optical, or any other technology, provided, as to these media, it is complied with the norma oficial mexicana (official Mexican Standard) on digitalization and preservation of data messages that for such purpose will be issued by the Ministry.” (it refers to the Ministry of Economy, or Secretaría de Economía).
Said standard is NOM-151-SCFI-2016, or NOM151 for short.
The problem with this provision is that compliance with it is not directly accessible to companies. Rather, they must retain the services of a Legally Authorized Third Party, or Tercero Legalmente Autorizado. This implies a cost, seemingly greater than the cost of buying corporate books and inserting therein the relevant information.
That is to say, in many cases t is deemed that keeping corporate books is an activity that, although important and unavoidable, should represent a minor cost. It should always be kept in mind, however, that when a company is negotiating a financing facility, or when its shareholders are negotiating the sale of the company, complete and correct corporate books and records will be required. Regularly a merger or an acquisition is preceded by a purchase audit, or due diligence review, in their financial and legal aspects. From the legal point of view corporate books are the first item to be reviewed in the course of a purchase audit, in order to verify regulatory compliance.
On the other hand, corporate activities such as corporate capital structure, increases and decreases thereto, dissolution and liquidations must be recorded in the web page “Publicaciones de Sociedades Mercantiles”, of the Ministry of Economy, which does not imply that such movements need not be included in the relevant corporate books.
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