Can annual general meetings that were not held be regularized?

Yes, in several cases. However, the absence of an annual general meeting does not necessarily mean that an irregularity must be corrected. It is first necessary to verify whether a written resolution of the shareholders validly served as a meeting in accordance with applicable law.

If no meeting has been held and no written resolution has replaced it, it is often possible to undertake a regularization process.

This process does not involve retroactively preparing minutes to give the impression that a meeting took place when it never did. Rather, it involves determining which decisions should have been made, which decisions were actually made, which formalities still need to be completed, and, depending on the circumstances, which decisions require ratification.

Depending on the circumstances, it may be necessary to:

• to examine existing resolutions, minutes and records;
• to verify the annual decisions that fell under the purview of the shareholders as well as the decisions that fell under the purview of the directors within the framework of the annual formalities;
• to trace changes concerning directors and other relevant corporate information;
• to update corporate records;
• to prepare the appropriate confirmation, regularization or ratification documents.

The method for regularizing the situation depends on the company's history, the available documents, and the applicable rules.

In summary , annual formalities that have not been completed can often be rectified. Depending on the circumstances, certain previous decisions may also need to be ratified. However, it is essential to reflect what actually occurred within the company rather than retroactively recreating meetings that never took place.