THE OBLIGATION TO LEGALIZE THE BUSINESS BOOKS ELECTRONICALLY

Article 18 of Law 14/2013, of 27 September, to support entrepreneurs and their internationalization established the obligation to legalize electronically the books that all entrepreneurs must have. This rule implies, in principle, that the business books that until September 29th, 2013 were physically legalized, must be electronically legalized, with the practical consequences that this entails.
 
In order to clarify this article, the General Directorate of Registers and Notaries has issued an Instruction, published in the Official Gazette on February, 16th. As stated in the Instruction, it is mandatory to file electronically the books that the entrepreneurs must have and the deadline for doing so is within four months after the end of the business year.
 
According to that Instruction, those entrepreneurs whose business year coincides with the calendar year, must legalize electronically the 2014 books before April 30th, 2015. Exceptionally it will be allowed to file the books in paper format.

The books whose electronic legalization is compulsory are the accounting books, the minute of the shareholders’ meetings book and the partners’ book, among others.

Although considerable controversy has arisen about this Instruction, it seems that the books whose electronic legalization is compulsory are the accounting books, the minute of the shareholders’ meetings book, the partners’ book and the book with the decisions of the sole shareholder, among others.
 
Regarding the partners’ book, it is required to legalize it initially, stating the ownership, nationality and address of the founders. Once legalized, it is only necessary to legalize it again if a variation in the partnership occurs. In this sense, we understand that if the partners’ book was legalized in paper format is not necessary to legalize it electronically and, therefore, it will only be filed in this new format if variations occur.
 
With respect to the content of the books, is not expected to be public because once they are filed electronically a "fingerprint", which is nothing more than an alphanumeric code, is generated but the content is not reproduced.
 
Finally, do not forget that the electronic filing should be made using a digital signature that can be either the entrepreneur’s own or that of a social partner.