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Frequently asked questions > Company > Business Corporation > In what situations should the minutes book be consulted?

In what situations should the minutes book be consulted?

The minutes book is consulted in particular when it becomes necessary to verify the corporate situation of a company, its shareholding, its board of directors, the decisions taken during its existence or the powers of the persons who represent it.

This verification may be necessary in particular:

  • during a financing;
  • upon the sale of the company or its shares;
  • upon the arrival of an investor or a new shareholder;
  • as part of a corporate reorganization;
  • during certain mandates entrusted to an accountant, a notary or a lawyer;
  • as part of a due diligence process.
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This does not necessarily mean that the complete minutes book must be handed over to the third party. Depending on the situation, only certain corporate documents may be required, or a professional may need to review the book to perform the necessary checks.

For example, in the context of financing, a financial institution may request a corporate opinion. The notary or lawyer tasked with preparing it can then review the relevant documents in the minutes book to provide the requested legal confirmations.

During a sale of a business or due diligence, the examination may be more extensive and may include, in particular, shares, directors, corporate decisions and certain transactions carried out during the existence of the company.

In summary , the minutes book is primarily consulted when it is necessary to verify information or decisions concerning the company. Depending on the context, the entire book does not necessarily have to be provided: only the relevant documents or

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