How to correct an incomplete minutes book?

An incomplete minutes book can usually be corrected or rectified. The first step is to determine what documents or information are missing and what actually happened within the company.

It is generally necessary to examine the available documentation and trace the company's corporate history. Depending on the circumstances, this verification may include, in particular:

• the statutes and their amendments, as well as the regulations;
• existing resolutions and minutes;
• the administrators and managers who have succeeded one another;
• shareholders and the shares they hold;
• the issuance, transfer, repurchase, purchase or cancellation of shares;
• corporate records and declarations filed with the relevant authorities.

Once the deficiencies have been identified, the appropriate way to correct them must be determined. Depending on the situation, it may be necessary to update certain registers, retrieve existing documents, or prepare confirmation, regularization, or ratification documents.

Correcting an incomplete book does not consist of creating documents today and giving them an earlier date as if they had been prepared or signed at the time. Corrections must reflect, at the time they are made, the decisions and actions that actually took place.

When certain facts cannot be established with certainty, further analysis may be necessary before amending records or preparing regularization or ratification documents.