What information makes a corporate decision reconstructible

01

What is needed to reconstruct a corporate decision

A corporate decision is reconstructible when the minutes indicate the date of the meeting, the identity of the participants and the capital represented by each, the methods and outcome of voting, and allow identification of the members in favor, abstaining, or dissenting. The Civil Code also requires that these minutes be transcribed without delay into the register of members' decisions, whose documentation remains kept by the company itself, ensuring traceability over time.

02

The legal basis: corporate books and minutes

Article 2478 requires companies to keep the register of members' decisions, the register of directors' decisions, and the register of the board of auditors' decisions, kept respectively by the directors and the auditors. Article 2375 governs the minimum content of meeting minutes, while Article 2421 lists the mandatory corporate books. Together, these rules define what must appear in the minutes and where the record of the decision must be kept.

03

How to build reconstructible minutes

Steps

1. Indicate the date of the meeting, the identity of participants and the capital represented by each.
2. Record the methods and outcome of voting, distinguishing those in favor, abstaining, and dissenting.
3. Transcribe the minutes without delay into the register of members' decisions.
4. Keep the documentation under the responsibility of the competent directors or auditors.
5. In case of electronic record-keeping, apply a time stamp and digital signature at least once a year.

04

Hypothetical example: a limited liability company's decision

In a hypothetical case, the shareholders' meeting of a limited liability company resolves a capital increase. The minutes report the date of the meeting, the list of members present with their respective shares, the outcome of the vote, and the indication of a dissenting member. The minutes are then transcribed without delay into the register of members' decisions, and the related documentation remains kept by the company, as provided by Article 2478.

05

Checklist for documentary reconstructibility

• Date of the meeting or decision recorded in the minutes.
• Identity of participants and capital represented, even as an attachment.
• Methods and outcome of voting with members in favor, abstaining, dissenting.
• Transcription without delay into the register of members' decisions.
• Ten-year retention of records, invoices, letters and telegrams related to the decision.

06

How software can support reconstructibility

A company may choose to configure, together with its software partner, a workflow that gathers in a single register the information required by the minutes: date, participants, capital represented, voting outcome. Assigning clear roles — who drafts, who signs, who archives — helps maintain the traceability required by the register of members' decisions. This is a suggested operational choice, not an obligation arising from the software tool itself, and should always be verified with your advisor.

07

Frequently asked questions on minute-keeping

• Who must transcribe the minutes into the register of members' decisions? The directors, according to Article 2478.
• How long must the documentation be kept? Records, invoices, letters and telegrams are kept for ten years from the last entry.
• Is electronic record-keeping allowed? Yes, with a time stamp and digital signature applied at least once a year, as provided by Article 2215-bis.

08

Practical next step

Before the next meeting, verify that the minutes template used in your company contains all the elements required by Article 2375 and that the transcription process into the register of members' decisions occurs without delay, as provided by Article 2478. Also verify that related documentation is archived according to the required retention periods.