Who is responsible for preparing a company's annual resolutions? | ScriptaLegal | ScriptaLegal
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Frequently asked questions > Company > Business Corporation > Who should prepare the annual resolutions?

Who should prepare the annual resolutions?

The law does not generally require a specific person to draft a company's annual resolutions—that is, the resolutions adopted as part of the company's annual formalities. The important thing is that the required annual decisions are made by those authorized to adopt them and that they are properly documented.

It is important to distinguish between decisions made by shareholders and those made by the board of directors. Depending on the nature of the decisions to be made, shareholder resolutions and director resolutions are therefore distinct.

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In practice, the preparation of annual resolutions can be carried out by the company itself or entrusted to a notary or lawyer. The professional can then prepare the documents based on the information provided, the decisions to be recorded, and the requirements applicable to the company.

The accountant may also indicate that an update to corporate documentation is necessary, particularly when they observe that certain decisions with accounting or tax implications need to be documented. However, their role is distinct from that of the professional responsible for preparing legal documents.

Once adopted and, if they are written resolutions, signed in accordance with the applicable rules, the annual resolutions must be kept with the other corporate documents of the company.

In summary , no specific person is generally required to draft the annual resolutions. They can be prepared by the company or by a hired professional, but the decisions they reflect must be made by the shareholders or directors who have the authority to adopt them.

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