Year-End Corporate Checklist: Key Points Your Company Cannot Overlook

Closing the fiscal year is not only a matter of numbers. From a corporate law perspective, there are obligations, updates, and reviews that should be completed before December 31 to avoid legal risks, penalties, or delays in corporate procedures.

We have prepared a clear, practical, and actionable checklist to help you protect your company and its directors from legal risks, sanctions, and operational overcosts.

Review of Articles of Association and Corporate Structure

The articles of association must reflect the company’s current reality. Changes in corporate purpose, administration, or registered office must be updated.

Key questions

• Does the registered office match the company’s actual administration and management center?

• Have all agreed capital increases or reductions been formally registered?

• Have business activities or office locations changed?

The articles of association are the fundamental rules governing the company. They must accurately reflect the current situation. Additionally, the company’s administrative structure must be included in the articles. Verify whether the current configuration (sole director, joint directors, board of directors, etc.) matches the registered structure and whether it remains the most efficient for the company.

Verification of the Management Body and Powers

Many powers of attorney have expiration dates or lose validity due to structural changes. The company’s representation authority must be clear and up-to-date. Ensure that appointments and dismissals of directors are properly registered in the Commercial Registry.

Key questions

• Are the current attorneys-in-fact still appropriate?

• Do they have the proper powers assigned?

• Are there any powers that should be revoked?

Legalization of Mandatory Corporate Books

Mandatory books (minutes, shareholders, contracts, etc.) must be legalized electronically with the Commercial Registry within four months following the fiscal year-end. It is essential that by December 31, they are complete and properly formalized.

Minutes Book

Must contain all minutes of General Meetings and, if applicable, Board of Directors meetings held during the year, duly signed.

Shareholders Register (for SL companies)

This document must accurately reflect the company’s ownership structure. The company will only recognize as a shareholder anyone recorded in this book. Points to consider:

• Have any shareholders joined or left?

• Are there any preemptive rights in force?

• Have any shareholder agreements been executed that must be reflected?

• Can books be legalized late?

Yes, but it may cause issues regarding document validity and additional requirements.

Preparation for Year-End Closing and Financial Statements

Although the final closing will occur in the first months of the new year, December is key to preparing everything that will affect the process. This includes:

• Review of related-party transactions

• Extraordinary adjustments

• Active corporate contracts

• Shareholding movements during the year

Review of Corporate Contracts and Compliance

A final review prevents disputes and operational issues.

Strategic corporate contracts

Review the terms, expiration dates, and potential renewal or termination clauses of contracts essential to business operations:

• Key supplier or customer contracts

• Financing, leasing, or rental agreements

• Distribution, agency, or franchise agreements

• Lease agreements for premises or offices

Shareholder agreements

These agreements are crucial for regulating internal relationships between shareholders. It is vital to check:

• Their validity and whether their clauses remain suitable

• Any breaches that need to be addressed

• If they require updates or renegotiation for the next fiscal year

 

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Compliance and Corporate Governance

An increasing number of companies are implementing corporate compliance models. December is an ideal month to update internal documentation:

• Internal regulations

• Signature protocols

• Corporate policies

• Board manuals

• Corporate risk assessments

Planning Corporate Operations for the New Year

If your company expects in 2026:

• Capital increases

• Mergers or acquisitions

• New shareholder entries

• Structural changes

It is essential to prepare the required procedures and documentation in advance.

How Adlanter Can Help

At Adlanter, we ensure that your company closes the year with all corporate compliance obligations up to date. We assist with:

• Statutory updates

• Legalization of mandatory corporate books

• Comprehensive corporate review

• Corporate contracts and shareholder agreements

• Planning corporate operations for 2026

Do you want us to review the corporate status of your company before year-end? Contact us—we’re ready to assist you.