New Partnership Responsibilities and their Tax Implications
The companies’ management body, in accordance with the provisions of the General Law of Commercial Companies (hereinafter LGSM), has the responsibility of integrating and safeguarding a corporate file, which must contain the following registration books:
- Assembly minutes (article 194 of the LGSM).
- Capital variations (article 219 of the LGSM).
- Partners (article 73 of the LGSM) or, as the case may be, shareholders (Article 128 and 129 of the LGSM).
- Sessions of the administrative body.
Currently, most companies’ managers do not have such a corporate file, that is, they do not comply with one of their corporate responsibilities.
By decree published on June 14th, 2018, in the Official Gazette of the Federation, which entered into force on December 15th, 2018, the managing body has a new corporate obligation, relating to carry out the notices publishing in the electronic system established by the Department of Economy, in relation to the entries made in the partners or shareholders’ registry book, in order to identify the shareholding structure of the companies, otherwise, it will not have any effect on the third parties, nor will it have legal validity.
I addition, the administrative and tax authorities may have access to the information published in the electronic system established by the Department of Economy, in accordance with the provisions of article 129, third paragraph of the “LGSM”, which states that “… The Department will ensure that the shareholder’s name, nationality, and address contained in the notice is kept confidential, except in cases in which the information is requested by judicial or administrative authorities when this is necessary for the exercise of its powers in terms of the corresponding legislation”.
On the other hand, this new obligation not only has a corporate scope but also has fiscal, by virtue of what is established in article 28 of the Federation’s Fiscal Code, which establishes that “… It is included in the accounting, the special records and accounts required by tax provisions, those carried by taxpayers even when they are not mandatory, and the books and social records required by other laws…
By virtue of the foregoing, all companies’ businessmen, partners, shareholders or managers are invited to communicate with us, in order to provide them with our update services or, as the case may be, corporate standardize, which would bring as benefit, the compliance with the provisions of the LGSM, the Federation’s Fiscal Code and the enforceable legislation