Limited Companies must have their Shareholder Registry Book and the very important Minute Book both properly authenticated in the Companies Registry.

MINUTE BOOK

This compulsory book should contain all the agreements carried out by the partners in their meetings. The information to be included in this book is the following:

1.- Date and place, in Spain or abroad, where the meeting is held.

2.- Date and modality in which the call has been made.

3.- Entire text of the call, and if it is a Universal Meeting (where all the shareholders are present or represented), the points contained in the Meeting Agenda should also be included in the Minute Book.

4.- Number of shareholders and administrators who attend personally and those who attend by means of representative. This Book should also contain the percentage of capital stock owned by each associate. If it is a Universal Meeting (where the total amount of partners attends to the Meeting), names of the attendants shall be indicated, followed by their signatures.

5.- A summary containing the debated questions and the interventions whose inclusion in the record was requested by any of the participants.

6.- The agreements entered in the Meeting.

7.- The vote results, expressing the majorities required for the approval of each agreement. The opposition of those partners who have voted against the agreements should be included in the Minute if so requested by them.

8.- The Minute approval.

The General Shareholders Meeting is usually held once a year to make decisions about the economic questions of the company, to approve the annual accounts and to decide what to do with the results obtained.

In addition, in these Meetings, shareholders appoint or remove administrators, appoint auditors, etc... Shareholders may also meet to modify the company bylaws, i.e. to increase or reduce the capital stock, to dissolve the company, etc...

ACCOUNTING BOOKS

Limited companies should also maintain, on an annual basis, the following accounting books:

Journal: In this book each accounting transaction of the company is registered. In this book the daily variations in the accounting state of the company are registered. It should be authenticated every year.

Ledger: This book is divided sheets, each one of them being dedicated to one accounting category, whre all the entries affecting such category are recorded; e.g., a sheet should be dedicated to the “cash” account, other to “banks”, “capital”, etc.

Book of issued invoices.

Book of received invoices.

Inventory and balance sheet book: This book should be authenticated every year.

The companies called “/sociedades limitadas unipersonales/” (limited liability companies with a single shareholder) should keep a contract registry book, dully authenticated by the Companies Registrar.

SUBMISSION OF ANNUAL ACCOUNTS

Annual accounts from the companies, previously approved, should be submitted to the corresponding Companies Registry within one month after approval.