Meaning
Systematically evaluating corporate governance documentation verifies compliance with statutory obligations and board resolutions. Performing an administrative audit ensures that historical decisions match written board minutes and share issuance registries. The process examines officer appointments, equity grants and regulatory filings to confirm legal validity.
It ceases to apply when operational reviews shift toward pure financial accounting or technical code bases.
Record Verification
Documented corporate registers reveal gaps between physical filings and active ownership records. Missing board approvals for past equity issuances disrupt due diligence processes during acquisition attempts. Corporate secretaries maintain physical binders alongside digital archives.
Governance Deficit
Discrepancies between founding verbal agreements and executed documents surface during formal corporate reviews. Unrecorded equity promises made during early operations create governance liabilities when early participants request documentation. Written resolutions signed by directors serve as legal proof of corporate actions, whereas unwritten recollections carry no standing in equity disputes.
Corporate records must contain explicit transfer instruments for all share transactions. Disregarding statutory filing timelines generates fines and invalidates corporate actions. External counsel spends dozens of hours resolving ambiguous board documentation prior to major financing rounds.
Procedural Cost
Corporate secretaries absorb heavy workloads when reconstructing neglected corporate records. Missing signatures require manual outreach to former directors and investors. Legal costs increase exponentially when missing documentation demands retroactive board consent.