Prepare the facts when a past corporate action may lack proper authorization

A missing signature, an overissue or a disputed election can raise questions about the authority behind a past corporate action. Write down the act believed to have occurred, its date and the reason its authorization is in doubt. Preserve the original documents and tell counsel what is known, what is inferred and what remains missing.

An inaccurate state filing and an underlying failure to authorize the action can require different remedies. Delaware sections 204 and 205 address ratification and judicial validation of defective corporate acts. Have counsel decide whether those procedures, another remedy or further factual investigation applies. An administrator should not label the act void or cured from a checklist.

Collect the charter, bylaws, relevant agreements and approvals in force when the action occurred. Identify the directors and stockholders at that time and the evidence supporting their positions. Keep later amendments and appointments separate so the review does not inadvertently apply today's structure to yesterday's decision.

For a suspected share-issuance defect, identify the number and type of shares, purported issuance dates and the underlying consideration or subscription documents. Reconcile the event history with the stock ledger without changing it during the investigation. Section 204 requires specific descriptions of the act and failure of authorization in the ratification resolutions.

List the holders, transferees, counterparties and later corporate actions that rely on the questioned event. Link each entry to its supporting document and date. A disputed original issuance may matter to later votes or transfers, so provide the sequence rather than only the current ownership total.

Ask counsel to identify the proper voting population, recipients of required notices and any special approval requirements. Section 204 contains detailed voting, notice and filing provisions. Do not assume that obtaining signatures from all current founders addresses every person or requirement implicated by the original act.

Turn counsel's instructions into an action schedule with the required resolutions, approvals, notices, filings and evidence of completion. The statute provides for a certificate of validation in specified circumstances, while section 205 provides a court process. Preserve the distinction between a prepared document, an adopted resolution, a delivered notice and an effective filing or order.

Use the exact approved documents and signer instructions. If a required person is unavailable or the facts change, return the issue to counsel before substituting another process. Track deadlines established by counsel, including any notice or challenge period, without presenting an internal target date as the statutory rule.

After counsel confirms the outcome, update the stock ledger and other affected records according to the approved treatment. Keep the original history and the corrective action linked. Never backdate a newly executed document to make it appear that the missing authorization existed at the original time.

Retain counsel's completion instructions with the resolutions, notices, filing evidence or court order. Give transaction teams an accurate status statement, including anything still unresolved. The final record should explain the original question and the documented legal response, rather than merely replacing the suspicious entry with a cleaner-looking version.