More entrepreneurs are aware that the first recommendation of their attorneys is to create a legal body. This allows them to separate society’s commitments from their obligations, thanks to the corporate veil. However, this protection must be adequate. Do you know the details?
Although the company must be established, (Warning! It is possible! It is only the first step. Many other requirements must be fulfilled depending on the company, including share titles, annual assemblies, and bingo!
It’s a mystery because most entrepreneurs don’t have them. Even though they are essential, of a probative nature, that allow businesses to have effective administration and sound control, these books record the significant events within Mexican startups.
Next, we will show you some examples so that they are easier to understand.
Minute book
Imagine your partners agreeing to request a loan from the business. One of them regrets his decision a few days later and claims that he never agreed to this.
We must remember that each type of Assembly covers different topics. Topics like profit and loss balance and dividend payment are covered in Ordinary Assembly. Review and approval of administrators’ reports are also possible. Extraordinary Assembly addresses specific issues, such as changes to the bylaws and a possible merger/dissolution.
Whatever the reason, make sure you keep all minutes and assemblies for this book. Remember to protocolize any extraordinary groups.
Council Session Book
Now, imagine you are the president or Board of Directors for your startup. One day, you arrive at work to discover that a partner has plans to sue the company administration for not adhering to its statutes.
This book includes all decisions made during a board meeting, such as approval of a plan, investment, allocating resources, approving transfers of shares in some instances, and so on.
Capital variations book
Imagine that you are now trying to convince an investor to buy restricted voting shares in your company. Everything seems fine until your lawyers request the book of capital variations. All you want is to have a ball.
The capital stock is the contribution of partners. It can be increased/ decreased depending on the agreement made at the meeting. These entries show the variations in the capital that startups may experience.
Book for shareholders registration
You are likely tired of the endless list of hypothetical scenarios at this point, but I assure you that it will not be the last.
Imagine that you just bought your friend ten shares in the company ABC SA de CV, and he then gives you his certificates. You realize you don’t have any news about the company and you decide you will go to the office to find out. They say that you cannot be found in the stock registry books, so they won’t let you know that you are a shareholder. This is a sign that you might already have a microinfarction. Don’t worry! This happens because your friend sold shares to you and forgot to notify the company. At that exact moment, your friend requests that everything is resolved.
According to article 129 of General Law of Mercantile Societies, only persons who have been registered in the share registry books are considered owners of the shares. You are not automatically a shareholder of a company if you endorse stock certificates. However, you need to prove that the transfer of those titles was registered in the stock register book. This will help to establish a relationship between the shareholder & the company.
These books will help you to succeed in your venture. They will ensure that you meet all legal requirements and allow you to raise money in the future.
Ore capital has everything in order. It creates confidence in investors to participate in your project. Banks may also ask for this information to verify your company’s administration.
As you can see, managing and administrating a commercial company can be difficult. That is why I recommend you keep the phone number of a specialist lawyer that you trust on hand to help with legal administration.
