Is it a problem if no annual general meeting has been held?

Not necessarily. The fact that no annual meeting was held does not automatically mean that the company failed to meet its corporate obligations.

Under applicable law, certain decisions that would normally be made at a meeting can be recorded by means of written resolutions, provided the conditions stipulated by law are met. This practice is common in small companies, particularly those with only one or a limited number of shareholders.

On the other hand, if no meeting has been held and no written resolution has been adopted, certain annual formalities may not have been completed.

This situation does not necessarily mean that all decisions made over the years are invalid. However, it may be necessary to review corporate documentation to determine:

• which annual formalities have not been completed;
• what decisions were actually made;
• if the directors and officers have been properly appointed or retained in office;
• if the corporate records reflect the current situation of the company;
• What documents can be prepared in order to regularize the situation?

Regularization does not simply consist of retroactively creating minutes of meetings that never took place; rather, the documents prepared must reflect, at the date of regularization, the facts and decisions that actually occurred, as well as the regularization mechanisms permitted by the applicable law.

It is best to examine the situation before a major transaction, including the arrival of an investor, the sale of the business, a reorganization, or financing that requires a review of the company's corporate situation.

In summary , the absence of annual general meetings is not necessarily problematic if the required decisions have been validly recorded through other means. If no annual formalities have been completed, a review and, if necessary, regularization of the corporate documentation may be required.