Fill online: Board resolution and declaration recording the loss of records and approving their reconstruction

Pass this at a meeting of the Board held in person or by video conference, not by circulation: the Board has to consider the facts and the director's declaration, and the minutes of this meeting become the Company's own record of what was lost and why. Where a director's own custody or conduct is in question, he should not chair this item, and the minutes should say so. Use the options that fit and delete the rest. This resolution records the gap in the minutes; it does not, and must not, stand in for minutes that were never written.

Extract of the minutes of the meeting of the Board of Directors of [Name of the company] held on [Date of the Board meeting] at [Place of the meeting]

LOSS OR NON-AVAILABILITY OF STATUTORY RECORDS, AND THEIR RECONSTRUCTION

The Chairman informed the Board that on [Date of discovery of the loss], [Name of the person who reported the loss], [Designation of the person who reported the loss], reported that the statutory records of the Company listed in Schedule A were not available to the Company. The following were placed before the meeting:

• the statutory records gap assessment dated [Date of the assessment] prepared by [Name of the company secretary or professional];

• the declaration of [Name of the director making the declaration], Director, dated [Date of the declaration], on the circumstances, in the form annexed to these minutes;

• the report made to the police, reference [Police report reference and the day it was made], where one has been made;

• the list of meetings for which minutes are not available, with the evidence that each was held (Schedule B); and

• the reconstruction plan, with the evidence from which each record can be rebuilt (Schedule C).

The Chairman described the circumstances as follows.

Option A (records lost or destroyed). The records were kept at [Place where the records were kept] in the custody of [Name of the person in custody]. They were [destroyed by fire / damaged by water / stolen / misplaced] on or about [Date of the loss]. [Describe any report of the fire service, the insurer, the landlord or the building management, and the steps taken immediately after the loss.]

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