Can you create board minutes years later?

Nina L. Kaufman, Esq.

An award-winning small business attorney in New York City, Nina is a sought-after professional speaker and Entrepreneur Magazine online contributor. She is the go-to counsel for knowledge economy and creative companies, delivering legal services and educational resources that save them time, money, and aggravation.

Posted on March 21, 2020 in Form a Company

Q.:  I am the sole shareholder and director of a closely held corporation. I have failed to keep my board minutes book updated for several years. How do I go back now and update the board minutes? I know that corporate records cannot be falsified, so if I write minutes for board meetings that should have occurred years ago, wouldn’t I be falsifying records?


A.:  You are not falsifying records if you are accurately recording (albeit at a later date) what transpired in the past.  If you start making up stuff or inserting information that didn’t actually happen in your board minutes, then you’re in danger of falsifying.  To avoid the challenge, you can draw up the board minutes for, say, 2004, but date them today (or whenever you write the minutes).  And be sure to keep current with your board minutes going forward.


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