Legal Question in Business Law in California

A corporation forgot to hold annual meetings for a couple of years. Can we hold them now, retroactive or "effective" in the past, to document what actually did happen (i.e., same directors, same officers), or do we just have to move forward with a forever gap in proper documentation of the corporation? Thank you for your time.


Asked on 11/23/10, 1:35 pm

2 Answers from Attorneys

Check your bylaws. If the bylaws allow ratification of past acts done without a meeting, hold a meeting and ratify. If not, then you probably should have an attorney check your records and discuss how the corporation was managed, before you just leave a gap. Generally it is OK, but you don't want to set yourself up for piercing the corporate veil if you are sued.

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Answered on 11/28/10, 8:22 pm
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I agree with what the other attorney says. I have also dealt with this type of situation in the past and found a very effective and easy way to solve the problem - assuming it's consistent with your stated bylaws. Consult with a good business or franchise attorney for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations APC

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Answered on 11/29/10, 6:31 am


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