Reconstructable corporate decisions: what information the Civil Code requires

01

What makes a corporate decision reconstructable

A corporate decision is reconstructable when it results from minutes indicating the date, identity of participants, capital represented, and the manner and outcome of voting, identifying those in favor, abstaining, and dissenting.

The minutes must then be transcribed without delay in the members' decisions book, kept by the directors, as is the directors' decisions book; the board of statutory auditors' book, however, is kept by the auditors.

02

Why the Civil Code requires these elements

The requirement fits within a broader framework: anyone carrying out commercial activity must keep a journal and an inventory book and orderly retain correspondence and invoices for each transaction; these provisions do not apply to small entrepreneurs.

Records, including letters and invoices received and sent, must be kept for ten years from the date of the last entry.

03

How to organize the collection of information

Steps

1. Draft the minutes indicating date, participants, capital represented, and voting outcome.
2. Record the identification of members in favor, abstaining, or dissenting, even as an attachment.
3. Transcribe the minutes without delay into the members' decisions book, under the directors' care.
4. Keep the directors' decisions book and the board of statutory auditors' book separately.
5. If kept electronically, ensure continuous accessibility and the application of a time stamp and digital signature.

04

A hypothetical case: resolving a capital increase

Hypothetical example: the members' meeting of an LLC approves a capital increase. The secretary drafts the minutes with the date, list of members present, quotas represented, and the nominal outcome of the vote, including abstentions.

The directors transcribe the minutes without delay into the members' decisions book and retain the attached documentation, so that anyone needing to verify the resolution finds date, participants, and votes in a single register.

05

Checklist before filing the decision

• Does the minutes indicate the meeting date and capital represented by each participant?
• Are members in favor, abstaining, or dissenting identifiable?
• Was the minutes transcribed without delay into the correct book?
• Is the book kept by the correct party (directors or auditors)?
• If digital, does the entry remain accessible with time stamp and digital signature?

06

How management software can support traceability

A company can ask its software partner for a structured register of corporate decisions, with fields for date, participants, capital represented, and voting outcome, so as to digitally reproduce the content required by the minutes.

It is a useful operational choice to assign custody of individual books to distinct roles (directors, board of statutory auditors) and to apply a time stamp with digital signature at each new entry, in line with the permitted electronic record-keeping methods.

07

Who must keep the members' decisions book? The directors, who transcribe minutes and decisions taken under Article 2479 without delay, retaining the related documentation.

How long must accounting records be retained? Records, including letters and invoices, are kept for ten years from the date of the last entry.

Is electronic record-keeping allowed for these books? Yes, provided entries remain accessible at all times and a time stamp with digital signature is applied.

08

Next step

Check with your corporate advisor which corporate books your structure must maintain and organize with your software partner a minutes template that already collects the elements required by the Civil Code.