What happens if the annual resolutions are not signed?

A written resolution must comply with the requirements of the applicable law to be validly adopted. Where the signatures of the individuals concerned are required, a resolution that has not been signed in accordance with these requirements may not constitute a valid written resolution.

However, a distinction must be made between the written resolution and the decision itself.

If a decision has been validly taken at a shareholders' meeting or a board meeting, the absence of a signature on another document does not necessarily mean that this decision is invalid.

Conversely, when no assembly or meeting has taken place and a written resolution was to serve as a decision, the absence of the required signatures may mean that the resolution was not validly adopted.

When an annual resolution remains unsigned, it is therefore best to check:

• if the decision has actually been made;
• how it should be adopted;
• what signatures were required;
• if other documentation helps to establish what happened;
• if confirmation, regularization or, depending on the circumstances, ratification is now required.

You shouldn't simply sign a document today while implying it was signed earlier. The correction must reflect the actual situation and comply with applicable rules.

In summary , an unsigned written resolution may be invalid if the required signatures were necessary for its adoption. However, it is essential to verify how the decision was actually made before concluding that it is invalid and, if necessary, determine the appropriate corrective action.