Minutes of the general meeting

What it means

The minutes of a general meeting are the written record of the proceedings and outcomes of a company’s general meeting. They show the date and place, the shareholders present and their votes, the items discussed, the resolutions passed and the voting results.

The minutes are taken by a secretary and usually also signed by the chair and the persons verifying them. For some decisions, particularly amending the articles or statutes, increasing or reducing share capital or winding up the company, the law requires a notarial deed.

In a limited company with one shareholder no minutes are taken, because a sole shareholder decision replaces the general meeting. If the articles allow written resolutions, a record of the result of the written vote is prepared instead of minutes.

How it works in practice

Each year we prepare the materials and draft minutes for clients’ annual general meeting, which approves the financial statements and decides on the distribution of profit. We then book dividends, transfers to funds or the coverage of losses according to the resolutions.

For decisions entered in the commercial register, such as appointing or removing a director, we draft the minutes to meet the registry court’s requirements. Missing details on the quorum or votes lead to the application being returned.

We archive minutes together with invitations and attendance lists. On a sale of the company, an investor’s entry or a dispute between shareholders they are evidence of who decided what, how, and whether decisions were validly taken.

What to watch out for

Minutes that do not reflect what actually happened, or minutes of a meeting that never took place, are a serious problem. The decision may be invalid, and false information in a register filing can even lead to criminal liability.

Errors in convening the meeting, such as insufficient notice or no agenda, can invalidate resolutions. A dissenting shareholder can challenge them in court within the statutory period, so we observe the formal requirements strictly.