How to draft your company's minutes
It is our wish to facilitate the drafting and presentment of minutes subject to registration into the Merchant's Registrar and, thus, prevent their unnecessary return to the merchant for correction.
Remember: According to Resolution 64274 of 2009, issued by the SIC, the minute must be signed by the president and the secretary. It must also have be presented for signature acknowledgment to a notary, or it must be presented to the CCB personally by each signatory.
- Not stating the number of votes through which a decision was approved (majority or unanimously).
- Not including the acceptance of an appointment, by the corresponding individuals.
- No express statement indicating that the wording of the minutes was approved by the attendants.
- Not paying all of the registration rights and/or registration tax for the different actions.
- When the minute is not signed by the president and secretary of the meeting.
- When there is no information that will allow to determine the quorum for deliberation.
- When the minutes include the appointment of individuals for positions that have not been, or were not, created under the company's bylaws.
- Whenever the minute is presented without an acknowledgment of the signatures and content before a notary, or when it is not presented personally by the president and secretary of the meeting.
The registration of minutes requires the payment of the registration right and registration tax.
- Appointments. A registration right and registration tax must be paid for each appointment, for each body appointed (i.e. Board of directors, legal representatives [principal and proxy], etc.). In this case, the registration tax for each action (appointment of each body) corresponds to the amount payable for actions without a specific amount.
- Reforms. A registration right and a registration tax must be paid for all reforms. The registration tax may correspond to an action with a specific amount or to an action without a specific amount, depending on whether the reform involves an economic value, or not.
The CCB must verify that the body that is meeting has the authorization to make the corresponding decisions. This verification is carried out by reviewing the dispositions set forth in the company's bylaws, and in accordance with the law. Furthermore, it is necessary to verify the records in order to ensure that the body that was meeting, was indeed registered.
Ordinary sessions of the general shareholders' meetings and the board of partners must be held at the company's corporate venue.
To this end, the CCB must verify that the meeting took place in the municipality corresponding to the corporate address. This revision is not made regarding a specific address.
The minute must clearly indicate the type of meeting that was held.
- In own right
- On second summons
- Virtual / Not in person
For special meetings, remember you must state the special conditions which gave way to said meetings, and how they transpired.
The minute must expressly state the date of the meeting. This information is necessary in order to verify whether the meeting was in compliance with the bylaws or the law, in terms of the time for its summoning.
Furthermore, it is necessary to determine those cases in which the untimely payment of the registration tax gives ground to the calculation of interests in arrears.
All meeting listed in the minutes must meet the requirements set forth by the bylaws and the law in terms of calling or summoning the meeting. To this end, the CCB must verify that the following elements of the summons were made fully in accordance with the law or the company's bylaws.
- Channel used = how
- Body = who made it
- Time in advance = when
The minute must include this information, and it must be consistent with the bylaws or the legal dispositions.
1. A list of the attendants to the meeting must be included, in order to verify whether there was sufficient quorum for deliberation.
2. If the minute is for a board of directors meeting, the appointments for said body must have been previously registered into the merchant's registrar.
3. If the minute is for a board of partners, any capital reforms that the company has had, as well as any transfer of shares made prior to the dates on which the appointment is being made, must have been registered.
4. In stock-based companies, the company's paid-in capital must have been previously registered.
For each point addressed during the meeting it is necessary to record who voted and how many votes were in favor and against the decision. When this information is not listed in the minute, the corresponding decision cannot be registered. That is one of the most common mistakes which prevent the registration of minutes by the CCB.
Notwithstanding the fact that each point in the minutes has been approved or not, the minute must expressly state that its wording was approved by the attendants, or by the commission appointed for such purposes. The absence of this statement prevents the registration of the minutes, and is one of the most frequent reasons for returning minutes for correction when requesting their registration.
The minute must be signed by the president and the secretary or, in their absence, by the statutory auditor and their signature must be acknowledged before a notary; otherwise, the presentation of the minute for registration into the CCB must be made in person by the signatories.
(Resolution 64274 of 2009, by the SIC)
The Single Memo issued by the SIC requires, when registering appointments, that there is a certificate of acceptance of the appointment by the corresponding parties. This norm also requires the personal ID for said appointees to be included.
The certification of acceptance may be included into the text of the minutes, whenever the individuals appointed are present at the meeting. This requirement may also be fulfilled by attaching to the minutes the communications issued by the individuals being appointed, expressing their acceptance of the appointment.
Whenever an administrator or a legal representative is created, the position that is being appointed must match the corresponding position as listed in the company's bylaws.
Any inconsistencies between the position created under the bylaws, and the appointment that is made, will prevent the CCB from processing and registering the appointment, and are one of the frequent mistakes made by our customers at the time of requesting the registration of minutes.