Expert: John Varghese - 1/2/2010

Question
QUESTION: For a C-corp, how can the corporate records and minutes be updated for year's past?  Is this possible?  Our small corporation has not maintained corporate records for about 15 years.  Fortunately, there is only one shareholder, and that shareholder is the only director.  Thank you.

ANSWER: Dear NWR.

The question can't be answered unless I am told the purpose for updating records for 15 years. Normally no authority asks for record of a period beyond 10 years. Since it appears that you have not filed any of the documents with any authorities, it would be sufficient to create the records as accurately as possible from the available records.(You can guess, what is to be done in case of non available records, and it would be in appropriate for me to advice any such thing!)

Regards

John Varghese

---------- FOLLOW-UP ----------

QUESTION: The only purpose would be to bring up to date the record of annual director/shareholder meetings, election of directors and officers, and any other corporate actions that took place in the past that require recorded approval by the board (as defined in the By-Laws).  State and federal filings are up to date and the company is in good standing in this regard.  We just want to make sure that we observe the record keeping formalities necessary to maintain our corporate status with regard to shareholder liability protection and IRS issues etc etc.  There is nothing pending; only preventative. Thanks.

Answer
Dear NWR,

If the filings are perfect, better not to go into the past, but focus on future record maintainance. Of course, you should maintain the filings and the related documents. Normally no issue would arise, in case any issue arises, it is better to tell the truth and get some nominal fine rather than recreating the documents resulting in anomalies, and then getting tried for falsification of records. Hope this clarifies.(Read this along with the second part of my answer to earlier query.)
Regards
John Varghese