Corporate books are all documents used to record acts performed by a commercial company through the various bodies that make up corporate governance. The Commercial Code (“CC”), the General Law of Commercial Companies (“LGSM”), and the Federal Tax Code (“CFTC”) are the laws that require companies to maintain them.
They must be assembled, safeguarded, and kept current to ensure transparency, legal certainty, and sound corporate governance.
1. What do the CC and LGSM say about corporate books?
First, the CC provides that books may be kept in printed form or in electronic, optical, or other technological media. In practice, physical books are still common; they must be bound, hard-covered, foliated, and written in Spanish.
Books may be bound afterward, within three months after fiscal year-end, and must be kept for at least ten years; otherwise the company may face fines.
The books record decisions on the conduct of the business through shareholders’ meetings or partners’ meetings, or, where applicable, the Board of Directors or Board of Managers.
The minutes book must include the following elements:
- Relevant date;
- Attendees at the meeting;
- Share numbers;
- Number of votes that may be cast;
- Resolutions adopted, and
- Votes cast.
Requirements for sessions of the Board of Directors and Board of Managers are:
- Date;
- Names of attendees, and
- List of resolutions approved.
The LGSM states that books for an LLC (S. de R.L. de C.V.) are:
i. Partners’ register: records each partner’s name and address, contributions, and transfer of ownership interests; ii. Partners’ meetings: records all decisions taken by partners; iii. Board of Managers sessions: resolutions must be recorded per Article 41 of the CC; and iv. Capital variations: increases and decreases in share capital must be noted.
For a corporation (S.A. de C.V.), the books are:
i. Share register: shareholder name and address and description of shares owned (numbers, series, classes, and other details); ii. General shareholders’ meeting minutes: ordinary, extraordinary, and annual meetings; iii. Capital variations: increases and decreases must be recorded; and iv. Board of Directors sessions: recommended as a good corporate governance practice.
2. What does the CFTC say about corporate books?
The Code requires taxpayers to keep these books because they are part of a company’s accounting.
If the tax authority begins an audit for facts or omissions that may indicate non-compliance, it may request corporate books as evidence; if they do not exist, the company may be fined.
3. Recommendations
- Formality: Minutes should be signed in handwriting by those who participate in meetings.
- Custody: Books should be kept by the management body at the registered office.
- Digitization: Scan books for backup without abandoning the physical or legally valid version.
4. Why do you need corporate books?
- Without books, company acts must be formalized before a notary public—far more costly than recording them in the books.
- There is a risk of fines if the tax authority requests them and they do not exist.
- They serve as evidence of partner or shareholder status in commercial litigation.
- If you sell the company or seek financing, they will be required for review.
- Effects against third parties require registration in the appropriate book.
Finally, corporate books are not mere formalities: they are an essential part of every company’s legal and tax structure. Keeping them correctly, updated, and preserved avoids penalties and provides legal certainty for day-to-day operations.
If your company does not yet have its corporate books in order, now is the time to regularize.
For more topics related to your company, see: Corporate law archives | Esponda Betancourt