Commercial Books

Every merchant must keep commercial books showing clearly its commercial transactions, economic and financial position, debts and receivables and results for each accounting period (TCC Article 64(1)). Books must be kept so that third-party experts can form a view of the business within a reasonable time.

Mandatory Books

• All merchants: Journal, general ledger and inventory book
• Companies: Share ledger, board resolution book (managers’ resolution book in limited companies) and general assembly meeting and minutes book

Certifications

• Opening certifications of physical journals, ledgers and inventory books and company books are made by a notary at incorporation and before use. At incorporation of joint stock and limited companies, the trade registry may also certify them.
• Opening certifications for subsequent periods must be obtained by the end of the month before the first month of the period in which the books will be used.
• The journal’s closing certification must be obtained by the end of the sixth month of the following period, and the board resolution book’s by the end of the first month (TCC Article 64(3)).
• Books kept electronically (e-ledger) do not require notarial certification; electronic procedures under the relevant legislation apply.

Retention

Books, inventories, financial statements, annual reports, commercial letters received, copies of those sent and supporting documents must be kept in an orderly manner for ten years (TCC Article 82). Documents may also be stored electronically under certain conditions.

Evidential Value

Under Code of Civil Procedure Article 222, commercial books may be used as evidence in commercial cases. To be evidence in the owner’s favour, they must be complete and properly kept, have opening and closing certifications, and contain consistent entries. Improperly kept books may serve as evidence against their owner. In commercial receivable disputes, books are usually examined by a court expert.