6 min read
The opinions of the employees of You are personal.
By Victoria Tejeida, Commercial and Institutional Relations Manager at Komenko
More and more entrepreneurs know that one of the first legal recommendations made by their lawyers is to create a legal entity, as this serves to separate the obligations that society enters into with them in a personal capacity thanks to the corporate veil. Do you know what this protection means for it to be effective?
Of course it starts with the establishment of the trading company, but (¡Spoiler alert!) this is only the first step. After that, different requirements have to be met (depending on the company), from stocks to annual meetings to … Bingo! The four of them mentioned and mysterious Corporate books I mentioned that to you at the beginning.
I say mysterious because, unfortunately, the majority of entrepreneurs do not have them, even though they are a fundamental requirement of an evidential nature that enables companies to have good administration and internal control. These books are a record of the major events that occur in Mexican startups.
Next, I’m going to tell you some examples of each of them so that you can understand them a little better.
Imagine your partners agree to request a loan from the company and some time later a partner regrets it and says that they have not consented to anything on the matter.
Let’s remember that there are different themes to be seen in each type of assembly. An ordinary meeting will discuss matters such as the profit and loss account, dividend payments, appointment or revocation of administrators, review and approval of the directors’ report, etc .; In an extraordinary assembly, specific issues such as reform of the statute, a possible merger or dissolution etc. are seen.
In any case, you should save the logs and all assemblies for reference in this book. If you are having an extraordinary gathering, be sure to keep its record keeping
Council meeting book
Now imagine that you are the chairman of the board of directors of your startup. One day you arrive at the office and discover that a dissatisfied partner is planning to take legal action against the administration of the company for failing to meet his obligations set out in the statutes.
This book summarizes all of the decisions that are made in a board meeting, such as: B. Approving a strategic plan, an investment, allocating some resources, approving in some cases the transfer of shares, etc.
Capital variation book
Suppose you and your two partners now have to convince an investor to join the company with limited voting rights. Everything is going well until your lawyers ask you about the book of capital variations and you just want to make one more ball.
The share capital represents the contributions of the partners and can be increased or decreased if this has been agreed in the meeting. The entries in this book mark the fluctuations in capital of startups.
Shareholder registration book
At this point in the article, you’ve probably had enough of so many hypothetical scenarios, but I promise you it will be the last.
Imagine you have just given your friend his 10 shares in the company “ABC S.A. de C.V. and gives you their stock certificates. Over time, you find that you have no news about the company. So you decide to go to the offices and they tell you that you are not a shareholder in the company because they cannot find you in the share register. By this point, you may already have a micro-infarction, but stop! Don’t worry, this is happening because when your friend sold you his shares he forgot to notify the company in order that the due process in the share register was followed. At that moment your friend makes the request and everything is resolved.
Article 129 of the General Law on Commercial Enterprises mentions that only those registered in the share register are considered to be the owners of the shares. Therefore, the confirmation of the share certificates does not necessarily mean that you are already a shareholder in a company. However, you must confirm that the transfer of these titles is actually recorded in the share register. This helps create a relationship between the company shareholder and the company as there are occasions when a shareholder sells or transfers shares to another person and the company does not find out.
For all of the above, the presence of these books is a plus for your business as it firstly allows you to meet your legal obligations and secondly, if you want to raise more capital in the future, have everything organized and trust investors to be part of yours Project or if you want to apply for a loan from a banking institution, in many cases you will usually be asked for these books to check the status of your company’s management.
As you can see, running and managing a trading company is not an easy task. That is why I recommend that you always have the phone number of a specialist attorney on hand that you trust to help you manage the company’s law. Herself.