The purpose of the decision book is to keep the minutes of the company.
The general assemblies are very important in the management of the
company since they allow to gather the associates around strategic subjects. At the end of the general assembly, minutes are drawn up which retrace and prove the decisions that have been taken.
It is therefore important to keep these minutes and to do so, it is customary to use a record of decisions.
The ledger of decisions only concerns one-person companies.
For a company with shares (EURL) we speak of a ledger of decisions of the sole shareholder.
For a joint-stock company (SASU), we speak of the ledger of the decisions of the President. The legal texts providing for this obligation:
EURL : Article R.223-26 of the Commercial Code provides that each decision taken by the sole shareholder in lieu of the meeting must be recorded by the sole shareholder in the ledger.
SASU: Article L 227-9 of the Commercial Code provides that the decisions of the Chairman must be recorded in a ledger.
If you don't know what your obligations are, you can consult our table of mandatory registers here.
The ledger of decisions must be kept at the company's registered office, since, by virtue of the intangible right of communication available to the partners, they must be able to consult the company's minutes at any time.
Concerning the conservation, the ledger of decisions must be kept at least 6 years. Indeed, the limitation period for actions for nullity of assemblies is three
years according to article 1844-14 of the Civil Code for civil companies and L.235-9 of the Commercial Code for commercial companies. As for the tax authorities, they have a right of communication, control and investigation that can be exercised over six years.
However, it is recommended to keep this ledger since the creation of the company in case it is necessary to prove the conditions of adoption of a decision.
The law does not provide for any direct penalty for failure to maintain a record of decisions. However, failure to keep or improperly keep the ledger of decisions is often equated with mismanagement.
Moreover, the establishment of a falsified report exposes their authors to penal sanctions and more precisely to the offence of forgery, sanctioned by article 441-1 of the Penal Code, which provides for a fine of 45,000 euros and 3 years imprisonment.
The situation is the same in the event of a tax audit, as some of the company's decisions may be reclassified if the minutes have not been recorded in the ledger of decisions and consequently fines may be paid.
Since the decree 2019-1118 of October 31, 2019, relating to the dematerialization of ledgers, minutes, decisions of companies and accounting records of certain merchants, the ledger of decisions of commercial and civil companies can be held in a dematerialized manner (Article 3 for the EURL and Article 11 for the SASU.)
Previously, companies were required to keep a paper copy of the minutes, which was signed and initialled by a judge or mayor and in which the minutes were transcribed chronologically.
The dematerialized register is not subject to any particular form, however the documents must at least be signed by means of an advanced electronic signature
and be dated by a time-stamping means offering any guarantee of proof.
However, concerning the SASU, article R.227-1-1 of the Commercial Code provides that the advanced electronic signature is only required in the absence of statutory provisions providing for the electronic signature of the minutes.
For the EURL, Article R.223-26 of the Commercial Code provides that decisions and agreements recorded in electronic form must be signed by means of an electronic signature that complies at least with the requirements for an advanced electronic signature set out in Article 26 of Regulation (EU) No. 910/2014 of the European Parliament.
Under this regulation, an advanced electronic signature must meet the following requirements:
In the past, the General Tax Code provided that acts subject to registration, such as changes in capital, dissolution or transformation of the company, had to be signed by hand on a paper medium, which was an obstacle to the dematerialization of the minutes.
The 2021 Finance Act removed this obstacle by amending Article 658 of the General Tax Code, which now provides that registration may be given on a copy of electronically signed private deeds.
