Can an incomplete minutes book be rectified?

Yes. It is generally possible to regularize an incomplete minutes book so that the corporate documentation accurately reflects the legal status and history of the company.

The first step usually involves reviewing available documents and transactions carried out over the years to determine which formalities have been completed and which need to be regularized.

Depending on the circumstances, it may be necessary to:

• check the statutes and their amendments as well as the regulations;
• update the registers of directors, officers and shareholders;
• verify and update securities and transfer records;
• trace the issuance, transfer, repurchase, purchase or cancellation of shares;
• check existing resolutions and minutes;
• prepare the appropriate regularization documents;
• complete certain corporate formalities that have not been completed, including required updates with the relevant authorities.

However, regularization does not consist of retroactively creating minutes, resolutions, or other documents as if they had been prepared and signed at the time the events occurred. Regularization documents must reflect the facts and operations that actually took place, comply with the mechanisms permitted by applicable law, and bear their actual date of adoption or signature.

The nature of the regularization therefore varies from one company to another depending on its history, the documents available and the irregularities found.

It is generally preferable to carry out this verification before a major transaction, including a sale of a business, the arrival of an investor, a reorganization or financing requiring a verification of the company's corporate situation.

In summary , an incomplete minutes book can usually be rectified. However, the process must be based on the company's actual history and available documentation. The rectification documents must reflect the facts and transactions that actually occurred and include their actual date of adoption or signature so that the corporate documentation accurately reflects the company's legal status.