01
The short answer
A corporate decision is reconstructable when it results from minutes written without delay, indicating date, participants, capital represented, and voting results, identifying those in favor, abstaining, and dissenting.
These minutes must be transcribed without delay into the book of members' or directors' decisions, whose documentation is kept by the company.
02
Why it matters
The Civil Code requires the company to keep the book of members' decisions and the book of directors' decisions, maintained by the directors themselves, in addition to the accounting records required of a commercial entrepreneur.
Anyone operating without this discipline risks being unable to demonstrate, to third parties or in court, how and when a decision was actually made.
03
The operational flow to reconstruct a decision
Steps
- Draft the minutes indicating date, identity of participants, and capital represented by each.
- Record the manner and result of voting, identifying those in favor, abstaining, and dissenting.
- Transcribe the minutes without delay into the book of members' or directors' decisions.
- Retain supporting documentation, even as an attachment to the minutes, for uses permitted by law.
- If kept with digital tools, make the records consultable at any time and apply digital signature and time-stamping at least once a year.
04
Hypothetical example
Scenario: an srl approves a capital increase at a meeting. The minutes, signed by the chair and secretary, indicate the date, members present with their respective shares, and the voting outcome, distinguishing those in favor and abstaining.
The minutes are transcribed without delay into the book of members' decisions, and the attached documentation (attendance list, statements requested by members) is kept by the company for any subsequent checks.
05
Verification checklist
- Do the minutes show date, participants, and capital represented by each?
- Does the voting result distinguish those in favor, abstaining, and dissenting?
- Were the minutes transcribed without delay into the relevant book?
- If digital, is the record consultable at any time and time-stamped?
- Is the supporting documentation kept in an orderly manner by the company?
06
What can be set up in a management software
A company can choose to configure, together with its software partner, distinct roles for who drafts, who approves, and who archives the minutes, so as to maintain a record of who did what and when.
This is a suggested operational choice, not a product-specific legal requirement: the responsibility for keeping corporate books and decisions rests with the directors, as provided by the Civil Code.
07
Practical frequently asked questions
Who must maintain the book of members' and directors' decisions? The directors, as provided for these books.
What happens if nothing is recorded in the digital book for a year? At the new entry, digital signature and time-stamping must be applied, from which the annual period restarts.
08
Next step
Check with your advisor whether your current minutes already contain date, participants, capital represented, and voting results before your next meeting.
FAQ
Frequently asked questions
What must minutes of a meeting necessarily contain to be reconstructable?
They must indicate the date of the meeting, the identity of participants and the capital represented by each, the manner and result of voting, identifying those in favor, abstaining, and dissenting.
In which book must a members' decision be transcribed?
In the book of members' decisions, where minutes of meetings must be transcribed without delay; the related documentation is kept by the company.
Does digital record-keeping of corporate books have the same value as paper records?
Yes: if the records are consultable at any time and are time-stamped and digitally signed, they have the evidentiary effect provided by the Civil Code.
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