It starts innocently. The founding documents are in order, because the notary insisted. Then the company gets busy. Shares change hands on a handshake, the annual general meeting happens over coffee or not at all, the board decides things in chat threads, and the share register — if one exists — stops being updated somewhere in year two.

Nobody notices, because for daily operations nobody needs these documents. Then comes a financing, an exit or a dispute, and suddenly everyone needs them at once.

How the gap happens

Swiss corporate law expects a company to keep a documented decision trail: minutes of general meetings, resolutions of the board, an accurate share register, and articles of association that match what was actually decided. For an AG or a GmbH these are not optional formalities — they are how the company proves, later, that its decisions and its ownership are what it says they are.

The gap rarely comes from bad faith. It comes from the reasonable-feeling shortcut: everyone agreed, so why write it down? The answer arrives years later, when the people who agreed have left, fallen out or simply forgotten — and the company must prove what was decided to someone who was not in the room.

What can be repaired after the fact

The good news: much of a neglected record can be put in order retroactively, honestly and lawfully. The standard tools are:

  • Ratification. The competent body — board or general meeting — passes a resolution today that confirms and approves decisions actually taken in the past. This does not pretend the original formality happened; it states, with today's date, that the company stands behind yesterday's decision.
  • Reconstruction of the share register. Working from subscription documents, transfer agreements, payment records and correspondence, the chain of ownership is rebuilt transfer by transfer, and the register restated to match the evidence.
  • Catch-up documentation. Missing annual meetings, unminuted board decisions and undocumented related-party arrangements are written up as confirmations, signed by the people concerned while they are still available and still willing.

Done properly, this produces a file that is transparent about its own history: it shows what was decided, when it was documented, and by whom it was confirmed. Diligence teams see repaired records regularly; a clean repair is not a red flag. A hidden gap is.

What cannot be repaired

Some things resist after-the-fact treatment, and it is better to know which:

  • Backdating. Never an option. A document signed today must say it was signed today. A backdated minute is not a repair; it is a new and worse problem.
  • Acts that required a formal step at the time. Capital changes and certain other measures require notarization and registration when they happen. What was never validly done cannot be declared done retroactively — sometimes it must be done properly now, with today's consequences.
  • Signatures you can no longer get. Ratification and confirmation need the people involved. A co-founder who left in conflict, an heir who never knew about the handshake deal, a counterparty that no longer exists — each makes repair harder, sometimes impossible.
  • Third-party rights that have already attached. Where someone relied on the defective state of affairs, a resolution among the remaining parties cannot simply override them.

Whether a specific gap falls on the repairable or the unrepairable side depends on the facts — genuinely. That is precisely why the assessment is worth doing early, while more options are open.

Why it matters at financing, exit and in disputes

At a financing, your records are the evidence behind your warranties. An investor buys shares based on representations that the cap table is accurate and past decisions were valid; gaps convert directly into indemnities, escrows or price discussions. At an exit the effect is amplified, because a buyer of the whole company inherits the whole history.

In a dispute, records decide who is right. When shareholders fall out, the question "what exactly was agreed, and was it validly decided?" is answered from the minutes and the register — or, in their absence, from expensive reconstruction and testimony. The party with the documented version of history argues from strength.

Where to start

Not with panic, and not with a drawer full of backdated paper. Start with an inventory: what should exist, what does exist, and where the two diverge. Reviewing years of resolutions, registers and agreements against each other is structured reading — work that software does systematically and quickly, with a lawyer judging each discrepancy and choosing the right repair. From there, most companies need a bounded, one-time clean-up and a simple routine to keep the file current.

If you suspect your own records have gaps, we are glad to help you find out what is there, what is missing, and what can still be fixed.