Can you create board minutes years later?

By Nina Kaufman, Esq.

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.

 

What other law questions do you have about company ownership and board meetings?