MANAGEMENT AND DIGITAL PRESERVATION OF COMPANY BOOKS

What are company books and what are digital company books

Company books are records in which the activities carried out by a company are logged and reported together with the composition of the company.

In addition to company books and other accounting records prescribed in Article 2214 of the Civil Code, Article 2421 of the Civil Code also provides for a number of other mandatory records:

  • the shareholders’ register
  • the Book of Bonds (if issued)
  • the records of meetings and resolutions of assemblies
  • the board of directors’ or management boards’ registrations of assemblies and resolutions
  • the book of meetings and resolutions of the board of statutory auditors or the supervisory board or the management control committee
  • the book of meetings and resolutions of the executive committee (if this exists)
  • the book of meetings and resolutions of the bondholders’ meetings (if bonds have been issued)
  • the book of financial instruments issued pursuant to article 2447 sexies.

(From March 30, 2009, for S.r.l. and S.r.l.s. it is no longer mandatory to keep the register of shareholders, unless it is provided for by the statute – Art. 16 of Legislative Decree 185/2008 and subsequent Law 02/2009).

As required by art. 2215-bis of the civil code, company books can be kept:

  • in printed form
  • in digital format.

For digital company books, reference is therefore made to the possibility, permitted by law, to manage books in digital format; and no longer will it be necessary to print a company book on previously stamped pages nor to manage and store the same, in paper format.

How to keep company books

Despite the provision mentioned before in art. 2215-bis of the Italian Civil Code, before digitalisation, it was common practice to keep corporate books in paper format.

Usually kept by dedicated personnel, company books were and still are, archived using different rules, in offices or dedicated areas, as they are confidential documents.

A company book, consisting of a variable amount of numbered and endorsed blank pages, is used by the staff in charge, who periodically or as needed, prints the records of each meeting on these pages. Following, this report must be signed, by hand, by the Secretary and the Chairman of the meeting and is subsequently archived.

However, today it is possible, to adopt a digital process, which allows:

  • the management of company books and the corresponding records, in digital format, thus forgetting about paper, endorsement and the delicate activities of printing on endorsed books

  • the affixing of a digital signature and time stamp to the records

  • the digital preservation of the records

What does dematerialization of company books mean – legislation and updates

Keeping and preserving corporate books in digital format is regulated by Art. 2215 bis of the Civil Code as well as by Art. 39 (CAD – Legislative Decree 7 March 2005, n.82 and subsequent amendments).

In particular, Art. 2215 bis of the Italian Civil Code reads: “the repositories, deeds and documentation, whose keeping is mandatory by law or regulation or which are required by the nature or size of the company, can be formed and kept with IT tools”.

The obligation of progressive numbering and endorsement, provided for by law, for the keeping of company books, repertoires and records, are fulfilled, in the case of digital bookkeeping, by affixing, at least once a year, a time stamp and a digital signature of the entrepreneur or the legal representative.

Digital Bookkeeping therefore:

  • does not require initial endorsement before putting the company records into use
  • requires attaching a time stamp and a digital signature of the legal representative (or delegate)
  • provides for mandatory stamp duty and payment of government concession taxes.

The transformation of company records in digital format implies the cessation of those in paper format previously in use, on which it was necessary to make a formal annotation with the cancellation of the pages already signed or numbered or still blank.

The dematerialization of company books, therefore, allows for a transition from the more classic method of keeping company books in paper format, in favour of a digital preservation, fully compliant with the regulations in force, cited above.

The eWitness solution for the management and digital preservation of company books

The eWitness platform gives full legal and evidential value to the management of digital corporate records. It is more efficient and secure compared to paper management. The system enables immediate drafting of notarial extracts, immediate accessibility and evidence of preservation.

The platform:

  • allows digital editing of company records and digital subscription by all interested parties
  • guarantees archiving of the records
  • provides time stamp attachment
  • provides the signature of a legal representative within the prescribed time limits and thus digital preservation of company records
  • integration within a compliant digital storage system
  • provides the possibility, upon request, to access versioning for sharing preparatory work for verbalisation

The service is provided on an online platform, accessibile with authenticated credentials modulated according to different degrees of permission in compliance with existing company policies or with authentication methods already in use by the company itself.

It is also possible to request customisations, such as the use of an already existing authentication system to access the platform.

The preservation of corporate records within the eWitness system, supported by the presence of a Notary as a Public Official, who holds the role of Head of the Preservation Service, enables the immediate creation of notarial extracts from corporate records.