Legal Question in Business Law in California

Past due corporate meeting minutes

Hello, this is a question from one law guru attorney to my colleagues who practice business law in California:

What approach(es) do you use when confronted with a new client who has a corporation in the all-too-common situation of not having held or documented any shareholders' or directors' meeting for years? Do you attempt to recreate what the minute would have been (whether dated in the past, or dated in the present, indicating this is what we would have done and want to document better late than never), or just bring them into compliance gonig forward and ignore past/missed years? Thanks for your thoughts on this.


Asked on 7/12/08, 7:11 pm

2 Answers from Attorneys
Andrew Magwood Andrew A. Magwood Attorney at Law

Re: Past due corporate meeting minutes

No. Just have a meeting and get things straightened out. I find out what the current consensus is on the officers, directors, employees, salaries, shareholders, salaries, and then have a special meeting. Then, going forward, make sure you remind the company to do their annual meetings. Remember that the corporation has an obligation to protect the shareholders so make sure that everything is done to keep them protected.

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Answered on 7/14/08, 12:30 am
Terry A. Nelson Nelson & Lawless

Re: Past due corporate meeting minutes

That is a troubling question. Your ticket to practice law depends upon you not participating in improper conduct. The only ethical way for you and the corp to act is to now document the things that should have been documented, by detailing and ratifying them at this time. Any other action to backdate would be falsely certifying [i.e. perjury] of the records. The minutes should reflect that there was agreement and consensus on all the things done [assuming that to be true], but that documenting by minutes for the records wasn't done. That way nobody has to lie.

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Answered on 7/14/08, 1:08 pm


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