The shareholder register (libro de socios) and other books you must keep

Terms used

• Libro diario — The libro diario is the journal where every accounting entry of the company is recorded in date order.
• Libro de inventarios y cuentas anuales — The libro de inventarios y cuentas anuales is the book holding the company's inventories and annual accounts.
• Libro de actas — The libro de actas is the minute book where approved minutes of meetings are copied.
• Libro registro de socios — The libro registro de socios is the register of the company's members and their shares.
• Registro Mercantil — The Registro Mercantil is the public company registry where books are legalised and accounts are filed.

Key rules

• Legalisation deadline: Legalise the books electronically at the Registro Mercantil within four months of the year-end, which is 30 April for a calendar-year company.
• Retention: Keep books and supporting records for six years from the last entry in the books.
• Four books: Every SL needs a journal, an inventory and annual accounts book, a minute book and a members' register.
• Minutes: Minutes take effect only once approved, either at the meeting or within 15 days.

Which books you must keep

Your SL must keep four books: the libro diario (journal), the libro de inventarios y cuentas anuales (inventory and annual accounts), the libro de actas (minutes) and the libro registro de socios (register of members). If the company has a sole member, also keep a record of every contract between that member and the company. Keep your supporting ledgers and tax records alongside the four books.

Bookkeeping standard

Keep double-entry bookkeeping under the Plan General de Contabilidad. A smaller company that meets the size criteria may use the simplified version for SMEs. Ask your accountant which one fits you.

Minutes of general meetings

Write minutes (acta) of every meeting. They must show:

• the date and place;
• whether it was a first or second call, or that the meeting was universal (everyone present agreed to meet without formal notice);
• how the meeting was convened and the agenda;
• who attended and how much capital they represented;
• a summary of the discussion;
• the resolutions and the voting results.

The minutes take effect once approved. Approval can come at the end of the meeting. Otherwise, the chair and two scrutineers (one for the majority, one for the minority) can approve them within 15 days. The secretary signs with the chair's approval.

You can ask a notary to attend and write the minutes. They then need no approval.

Copy the approved minutes into the libro de actas.

Legalising the books

Legalisation is done online at the Registro Mercantil, which is the company registry. You file digital files of the accounting books. The minute book and the members' register are also sent electronically, so you do not take paper books to the registry. The deadline is in the key rules above.

Keeping records

Keep books, correspondence, documents and supporting records for the period in the key rules. Tax, social security or anti-money-laundering rules can require longer. Tax limitation is normally four years, but keep records longer if a rule or an open inquiry needs them.

The timeline, the documents list and the checklist below set out the steps in order.

Timeline and deadlines

• Legalise the libro diario, libro de inventarios y cuentas anuales, libro de actas and libro registro de socios electronically at the Registro Mercantil: within four months of the year-end Deadline: 30 April for a calendar-year company.

• Keep the books and supporting records: for six years from the last entry in the books, and longer where tax or other rules require it

Documents you need

• Minutes (acta) of each general meeting, stating the date and place, first or second call, how the meeting was convened, the agenda, who attended, the discussions, the resolutions and the voting results. The secretary signs them with the chair's approval.

• Approval of the minutes, given by the meeting at its end or within 15 days by the chair and two scrutineers (one for the majority, one for the minority).

• Minutes written by a notary who attends the meeting at your request. They need no further approval.

• Minute book (libro de actas) with the approved minutes copied in, legalised at the Registro Mercantil.

• Books, correspondence, documents and supporting records, kept for six years from the last entry in the books.

Checklist of records and minutes to keep

Books, minutes and filings to keep each year

• Hold the ordinary general meeting within the first six months after the year-end, to approve the management, the accounts and the profit allocation.

• Write minutes of every meeting: date and place, first or second call (or that it was a universal meeting), how it was convened, the agenda, who attended and the capital represented, a summary of discussions, the resolutions and the voting results.

• Copy the approved minutes into the libro de actas. If a notary writes the minutes, they need no further approval.

• Take decisions reserved to the meeting, such as appointing or removing administrators, changing the bylaws or changing capital, at a general meeting and record them in the minutes.

• Register any appointment, resignation or removal of an administrator in the Registro Mercantil of your registered office, through a public deed or a certificate of the minutes elevated to public deed, within 2 months of the deed.

• Gather the documents for that filing: the deed, the certificate of the minutes, the new administrator's signed acceptance of the post, their identification and tax ID.

• After an administrator resigns, convene a meeting within two months of the notification.

• Submit all four books electronically to the Registro Mercantil for legalisation within four months of the year-end, which is 30 April for a calendar-year company.

• Deposit the approved annual accounts in the Registro Mercantil within one month of the approval date.

• Keep the books and supporting records for six years from the last entry in the books.

Frequently asked questions

Which bookkeeping standard must my SL follow?

Your SL must keep double-entry bookkeeping under the Código de Comercio and the Plan General de Contabilidad, Spain's standard chart of accounts. Companies that meet the size criteria may use the simplified version for small and medium companies (PGC Pymes).

Do I have to keep my records longer than six years?

Sometimes, because tax, social security or anti-money-laundering rules can require a longer period than the six-year minimum. Tax limitation is normally four years, but your records may be needed for longer, so ask your gestor before throwing anything away.

From when do the minutes of a meeting take effect?

The minutes of a meeting take effect from the moment they are approved. So approve them at the end of the meeting, or within the 15-day window, before you act on the resolutions.

Do I take my books to the registry on paper?

No, the books are legalised electronically. The accounting books are submitted as digital files, and the minute book and the members' register are also submitted electronically.