AS A SERIES

BUSINESS

SPECIAL REPORT

How to properly implement and fill the book

of share registration

Carlos AlfredoMARTÍNEZ ÁLVAREZ(*)

EXECUTIVE SUMMARY

E In this report, the author highlights the importance of the book of ma-
Share registration for the development of the economic activities of the society.
Likewise, it describes the essence of this book and the acts that are noted in it, resolving
In addition, the main doubts that arise in practice about its correct implementation
and filling.

I. THE REGISTRATION BOOK due toOF

the primordial function of 3. Are the acts that are recorded in the
ACTIONS:GENERALASPECTS this book is to determine who will be share register book
to consider it as property of society must register in the Registers
the action date(1). Public?
What is the enrollment book of
That being so, the importance of the book The book of share registration has
actions? the registration of shares falls due to its pro-
an eminently private nature
Two are the books that influence decisively light weight, since it allows to determine yes, thus, the acts that are recorded in it
again in the life of society. The who is the owner of a share per- they have, for obvious reasons, a character
first is, without a doubt, the book of it can also establish who will vote privado y no público, de ahí que resul-
minutes, as it will serve as a record at the general shareholders' meeting and, ten acts that cannot be registered in the Registers
from the summary of the agreements adopted- consequently, they will decide about life
Public(2).
two by the general shareholders' meeting of society. Hence, any
as the supreme organ of society. act of disposition of the assets of the partner 4. What acts are recorded in the book?
either the increase of his capital or change
The other book is the registration book. registration of shares?
actions, where those acts are recorded of its object, or simply anything
relevant decision that needs to be made In the stock registry book there
relevant about the ownership of the note the following acts:
actions or the rights that these grant given by the general meeting of shareholders,
gan. Let's not forget that although the actions- it has a previous moment, which is none other •The creation of actions. There are two
they are securities that represent that the confirmation of who is the holder moments in which they can be
a portion of the share capital, grant of an action in the enrollment book of create actions, the first of them
also certain rights to their actions. There it is, then, the importance- when the constitution is established
holders, which may be transferred operational spy of the book subject of analysis; society through the contributions of
to third parties. Well without him, it would be greatly complicated. the partners, and the second moment
decision-making in a timely manner it occurs when an au- is performed
2. Why is the book important? in that demands the dynamic nature of capital increase. It should be noted that
registration of shares? the activities of the society. the new shares that will be issued
The stock registration book is one
of the most important aspects, since Bachelor of Law from the Federico Villareal National University. Diploma in Corporate Law from the
the operational point of view for the de- National University of San Marcos. Teaching assistant for the course Commercial Law I.
development of economic activities See article 91 of the General Law of Companies.
of society. Why? Basically (2) In accordance with the provisions of Article 4 of the Company Registration Regulations.

E-1 1ra. quincena - Agosto 2013

 SPECIAL REPORT 63

due to the capital increase to the case file number of the proce- Finally, it should be specified that these acts
they may be allocated pro rata to from which it comes, as well as to the those mentioned above must communicate
the participation of shareholders in parts of this, to the resolution that prescribed to society for its respect-
the society, to third parties, or only grants the precautionary measure and to the judge annotation in the enrollment book
to one or some shareholders depend- that dictates it. ofactions(4).
speaking of the modality of increase-
The limitations on the transfer
to the capital that is made. of actions. In article 101 of II. IMPLEMENTATION OF THE BOOK
The issuance of shares, whether it is- the LGS has regulated the limits OF SHARE REGISTRATION
they are represented by certificates actions on the free transferability of
provisional and definitive. The actions the actions, which cannot be The share register will be maintained in
They are only issued once they have to signify an absolute prohibition a book especially open to this
have been subscribed and paid for to transfer, but they have to effect or on loose sheets, duly
less than 25% of its nominal value, establish based on a deadline legalized, or by means of annotations in
except in the case of the issuance of ac- determined or determinable, the account or in any other form that
contributions in kind that are which may not exceed ten years the law allows. It may be used simultaneously-
governed by the provisions of the article extendable before the expiration again two or more of the systems
76 of the General Companies Law for periods not exceeding. The terms- as previously described; in case of discrepancy
(hereinafter LGS). nos y condiciones de la prohibición what is noted in the book will prevail or in
Transfers, exchanges and discount temporal must be recorded in the the loose sheets, as appropriate.
action buoyancy. For the share registration.
Properly, regarding the book of
holder of the shares – product of The conveners of the reactionaries or of
registration of shares, will be needed
the acts of transfer, exchange or shareholders with third parties that discuss attach to the request for its legality
unfolding – may attend the about the actions or those that have (see Figure No. 1) the following
general meeting and exercise its right object the exercise of rights documents:
a vote needs that the actions in inherent to them. These agreements
Photocopy of the ID of the representative
matters are registered in your name. they are intended to complete,
bre in the registry book of action modify and regulate the relationships that law of the society.
yes, with no less than advance can be maintained among the partners Photocopy of the RUC card
two days before the celebration of or among these or third parties within the society (it has to be active).
the general assembly (article 121 of the society, and its validity is recognized
Literal copy issued by the Regis-
LGS). The lack of annotation of the from the moment of their comu- public records updated or with a
property of a share in the book communication to society, being required of it
maximum age of three months,
of registration means that the acqui- relevant to everything that concerns him.
where the appointment appears
interest on the shares cannot oppose However, if there were a contradiction- from the legal representative of the partner
to have their right against society. provision between any stipulation of dad (validity of power).
those agreements and the social pact or
The constitution of rights and gra-
the statute, these last ones will prevail The request in question will have to be
Let's talk about the actions. For
mos, without prejudice to the relationship that signed by the legal representative of the
example, the rights of usufruct
schedule to receive dividends could establish the agreement between society, with its necessary digital footprint
that correspond to the actions who celebrated it. really.
throughout the entire period of the usufruct
Regarding the levies that FIGURE NO. 1
can be noted in the registration of
Request to legalize a stock register book
actions, highlights the action garment
yes, where the owner of the ac- Lima,......of... of 2013
will continue exercising the rights Public Notary of Lima:
corresponding to your condition(3). ……
They are also registered in the book of
Present.
registration of shares, the measures
precautionary attachment measures on the ac- From my consideration:

decisions, dictated by the judicial body Through this document, I,………, identified with I.D. No. ........................., residing at…,
I request the legalization of the opening of the book that I detail below:
dictionary.
Stock register book No…………
When the acts are recorded beforehand Folios………
mentioned in the book of In the name of:……(the name of the company, e.g.: Metalúrgicas S.A.), with RUC No.……, of which I am
registration of shares must be left its representative in my capacity as General Manager and therefore I assume total legal responsibility for the
certificate not only of the data of books declared in this request.
who will obtain a right over I urge you to access this.
the actions, but also the data Monto:………… FAC/BOL……
of the act in question (for example: ……......................................................
cuando fue celebrado, si consta en Signature and digital fingerprint of the Representative
public deed, among others, that
allow to individualize the act). In
the case of precautionary measures
of embargo, when they register (3) Cf. MONTOYA, Ulises. Commercial Law. Volume I, Grijley Publishing, Lima, 2004, p. 212.
the book must make reference (4) See Article 93 of the General Companies Act.

ACCOUNTANTS & COMPANIES / No. 211 E-2

 64 Business Consulting

However, they can also happen Title of the book; annotations made in the sub-
the following assumptions: • Name or business name of the the following must be signed by the
•That the enrollment book of action- society general manager of the company, as
its legal representative, and a partner of this.
the implementation is continued • RUC number of the company;
deanother. In this case, it should be ad- The following will present a case
also attach a copy of the first- Number of sheets contained in the
stock transfer brief, the
and last page (filled or canceled) book
which will be acquitted with a frame ad-
from the previous book. Assigned legalization number together, which will explain the filling of the book
That the book of share registration by the notary or judge, as applicable of stock registration.
to implement this product of a case; and,
loss. In this case, it must be Case:
Seal and signature of the notary or judge,
attach the police report and the co- whatever the case may be. The share capital of the company Construc-
communication to the Sunat, where specifically- Efficient Actions S.A.C. is located
both name is cited Likewise, the notary or judge, as applicable. divided into 100 shares, of which
correct of the lost book and its respec- the case will seal all the pages of the book 50 are owned by Mr. Roberto
active numbering (For example, Book of share registration, the same Chávez Mendoza, and the other 50 of Don
of share registration No. 01). that must be properly foliated- Pedro Mendoza Ramírez. Every action
even when sheets are used has a nominal value of S/. 100. It was
Finally, we must add that the book
loose or continuous. so Mr. Pedro Mendoza Ramírez
of share registration must be
galvanized before use, even when transferred the ownership of 40 of its ac-
2. The second and other pages of the book
it is carried in loose or continuous sheets. actions in favor of Mr. Juan Chávez Álva-
of stock registration Regarding this scenario, they consult us
III. PROPER FILLING OF THE BOOK On the second sheet, the act is recorded. how that transfer should be recorded
OFTHE REGISTRATION OFSHARES of creation and issuance of the shares CIA in the stock registration book
of society. This sheet, as well as the (see Figure No. 3).

1. The first page of the book of ma-

FIGURE No. 2
share registration
The stock ledger, despite First page of the stock register book
to have an eminently nature 01
private, is linked to issues- NOTARIAL LEGALIZATION OF BOOK OPENING
tax obligations, in that sense, it is applicable to you
In the city of Lima, district of Miraflores on the.... of the month of....... of two thousand........., I........., Notary of
cable, as soon as it is due Lima, in application of articles 112 to 116 of the Notary Law - Legislative Decree No. 1049, legalized the
you, the rules that regulate the filling of Opening of this Book called SHARE REGISTER No. 1, corresponding to (the name of the
these books. company), with RUC No......... It consists of ...... pages (simple) or (double), in each of which
I stamp my seal. This book is registered under the number... in my Chronological Record of Legalization and
Thus, we have that notaries or Opening of Books and Loose Sheets, corresponding to the current year of all that I certify.
judges in the books linked to matters
taxpayers must place a cons- Signature of the Notary of Lima
Notary Seal of Lima
Tension on the first page (see Figure
No. 2), with the following information(5):
Date of the book seizure and the
authority that certifies it, be it note- (5) According to Article 2 of Superintendency Resolution No. 234-2006/SUNAT, which establishes the Regulations regarding...
river or judge; Returns of Books and Records related to tax matters.

FIGURE No. 3
03
BOOK OF SHAREHOLDERS REGISTRATION
Seal of the
Notary

Exchange operations, splits, redemption, Certify-

Date ISSUED SHARES cancellation and others tion of
transfer
Value Certi- Company reference by
Shareholder Certifi- Partici- Date Code. Can't.
No. Nominal Value Constitution stayed A favor confirmatory represent
headline d m a fallen Of No. To the No. Quantity patience in of of
order for Total of law received de from the holder of the
No. capital (%) oper. acc.
action in accordanced m a transferor society
02 Pedro 5 7 2012 002 51 100 50 S/. 100 S5./0,00 50% 20 7 2013 Sale Juan 40 Signature of
Mendoza Chávez repre-
Ramirez JCA Álvarez JCA sentencing
legal of the
company

TOTAL $50,00
Additional or complementary observations: The transfer of shares is recorded by virtue of the share purchase agreement entered into on the 15th of
July 2013 between Mr. Pedro Mendoza Ramírez, as the seller, and Mr. Juan Chávez Álvarez, as the buyer.

E-3 1st half - August 2013