Guide to Opening New Minute Books
The minute books are fundamental documents where the agreements adopted by the General Shareholders' Meeting are recorded, being essential for the transparency and legal compliance of any company. However, sometimes they can be lost, which requires following a specific process to restore their validity. Below, we present a step-by-step guide on how to proceed if you lose your minute books.
Step 1: Holding a General Shareholders' Meeting: Given the loss of the minute book, it is crucial to call a General Shareholders' Meeting. During this meeting, you must report the loss of the book and authorize a person to file the corresponding police report. In addition, the legalization of the new book of minutes is agreed.
Step 2: Filing a Police Complaint: The person designated by the shareholders must file a complaint for the loss of the minute book. This complaint must be accompanied by the minutes of the General Shareholders' Meeting with the certified signatures of the shareholders or the validity of the corresponding power of attorney.
Step 3: Legalization of the New Book of Minutes: The general manager or the authorized person presents a certified copy of the police report before a notary to request the legalization of the new book of minutes of the company. This step is crucial to guarantee the legal validity of the new registration.
Step 4: Adhesion of Documentation: Once the new legalized book of minutes has been obtained, the police report and the minutes of the General Shareholders' Meeting must be attached, where the loss of the previous book was recorded. This ensures continuity and coherence in the recording of corporate decisions.
Step 5: Communication to SUNAT: Finally, it is essential to communicate the loss of the minute book to the National Superintendency of Tax Administration (SUNAT). A certified copy of the police report must be attached to keep the company's tax documentation up to date.
Recommendation: To avoid future complications, it is advisable to maintain proper custody of minute books and other important corporate documents. Likewise, having legal advice during this process guarantees that all legal and administrative requirements are met correctly and in a timely manner.
Given the loss of the minute books, following these steps ensures the operational and legal continuity of the company, maintaining transparency and regulatory compliance in all corporate decisions.