The register of decisions

1. DEFINITION AND SCOPE OF APPLICATION OF THE REGISTER OF DECISIONS

1.1. DEFINITION

The decision register aims to keep the company's minutes.

General meetings are very important in the management of
company since they make it possible to bring partners together around strategic subjects. At the end of the general meeting, a record is drawn up that traces and proves the decisions that were taken.

It is therefore important to keep these minutes and to do so, it is customary to use a record of decisions.

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1.2. SCOPE OF APPLICATION

The register of decisions only concerns single-member companies.

For a company with shares (EURL) we speak of a register of decisions of the single partner.

For a joint stock company (SASU) we talk about the register of decisions of the president. The legal texts providing for this obligation:

URL: Article R.223-26 of the Commercial Code provides that each decision taken by the sole shareholder in place of the meeting must be recorded by the single partner in the register.

SASU: Article L 227-9 of the Commercial Code provides that the decisions of the President must be recorded in a register.

If you don't know what your obligations are, you can consult our table of mandatory records here.

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2. THE LEGAL FRAMEWORK FOR THE REGISTER OF DECISIONS

2.1. CONSERVATION

The register of decisions must be kept at the company's head office, since by virtue of the intangible right of communication available to
associates, they must be able to consult the company's minutes at any time.

With regard to conservation, the record of decisions must be kept for at least 6 years. In fact, the limitation period for actions for the annulment of meetings 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 administration, it has a right of communication, control and investigation that can be exercised over 6 years.

However, it is recommended to keep this register since the creation of the company in case it is necessary to prove the conditions for adopting a decision.

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2.2. SANCTIONS

The law does not provide for any direct sanctions in case of failure to keep the register of decisions. However, non-compliance or poor conduct is often assimilated to a management error.

In addition, the establishment of a falsified report exposes their authors to criminal sanctions and more specifically to the crime of forgery, punishable by article 441-1 of the Criminal Code, which provides for a fine of 45,000 euros and 3 years of imprisonment.

The situation is the same in the event of a tax audit, as some decisions of the company may be requalified if the minutes have not been recorded in the register of decisions and as a result lead to the payment of fines.

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3. THE DEMATERIALIZATION OF THE REGISTER OF DECISIONS

3.1. SCOPE OF APPLICATION

Since the Decree 2019-1118 of 31 October 2019, relating to the dematerialization of registers, minutes, decisions of companies and
accounting records of certain traders, the records of decisions of commercial and civil companies may be kept in a dematerialized manner (article 3 for the EURL and article 11 for the SASU.)

Previously, companies were required to keep it on a paper medium that was signed and signed by a judge or mayor, in which the minutes were transcribed chronologically.

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3.2. ELECTRONIC SIGNATURE AND DATING OF MINUTES

The dematerialized register is not subject to any particular form, however, the documents must at least be signed by means of a signature
advanced electronic and be dated by a timestamp offering every guarantee of proof.

However, concerning SASU, article R.227-1-1 of the Commercial Code provides that advanced electronic signature is only required in the absence of statutory provisions providing for the modalities for the electronic signature of minutes.

For 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 at least meets the requirements relating to an advanced electronic signature provided for by theArticle 26 of Regulation (EU) No 910/2014 of the European Parliament.

Under this regulation, an advanced electronic signature must meet the following requirements:

• be linked to the signatory in an unequivocal manner;
• allow the signatory to be identified;

• have been created using electronic signature creation data that the signatory can, with a high level of confidence, use under his exclusive control;
• be linked to the data associated with this signature in such a way that any subsequent modification of the data is detectable.

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3.3. DEMATERIALIZATION AND TAXATION

Formerly, the General Tax Code provided that acts subject to registration, such as the modification of capital, the dissolution or even the transformation of the company, had to be signed handwritten on paper, which was an obstacle to the dematerialization of minutes.

The 2021 Finance Law removed this obstacle by modifying article 658 of the General Tax Code, which now provides that registration can be given on a copy of private documents signed electronically.