Minutes of Meeting

The annual holding of the ordinary general meeting is a legal obligation. It takes place at the latest within 6 months after the end of the company’s fiscal year. During an AGM, the associates or shareholders of the company meet to review the annual accounts, discuss the past year, and establish future projects. Each approval decision is submitted to a vote of the partners.

The difference between an ordinary and an extraordinary general meeting lies in the frequency of organization and the topics that are discussed. The organization of these two events remains, in the main, identical.

The extraordinary general meeting allows the shareholders of a company to be convened to address an urgent and major concern. It differs from the AGM, which is recurrent and allows to rule on the annual accounts. The agenda of an EGM does not deal with matters relating to the day-to-day management of the company but with a considerable and decisive change that has an impact on the company or its members.

The minutes of a meeting are an official record of the proceedings of a meeting of the Board of Directors or an Annual General Meeting or any other meeting and the business transacted at the meeting. The minutes help in understanding the deliberations and decisions made at the meeting. All companies registered in India are required to keep minutes of all board and committee meetings in a minute book. There is no format or language restriction for recording meeting minutes.

Minutes kept in accordance with the provisions of the Companies Act in India may be used as evidence in court. For example, the only way to prove that a resolution of the board of directors was passed at the meeting of the board of directors of the corporation is to produce the minutes in which the particular resolution was recorded in court.

In practice, the minutes can be drawn up by a secretary or any other employee whose responsibility it is. It is then a private document constituting a simple proof of the truthfulness of the information contained in the minutes of the ordinary general assembly. In short, the information contained in the minutes of the general meeting is considered as true until proven otherwise. To facilitate the procedure of the general assembly, it is preferable to be satisfied with a private document.

The minutes of the general assembly can also be drawn up on request by a public and ministerial officer in order to make it an authentic act constituting an irrefutable proof of the truthfulness of the information contained.

However, it is advisable to call upon a legal professional to ensure the conformity of the document provided for so that it is representative of the general meeting, and without ambiguity. The specialized lawyer can also attend the ordinary meeting in order to draw up the minutes immediately.

It is a document that must be produced at the end of a GA, whether it is ordinary or extraordinary. Indeed, since it happens that the general assembly is the only moment when all the associates are gathered, it is essential to have the minutes signed immediately at the end of the meeting. The minutes are therefore drawn up and signed at the end of the meeting by the corporate officers, to which is attached an attendance sheet certifying the presence of the associates present. Each page of the minutes can be initialed by each partner when the company has few partners, but this is not an obligation. However, it is recommended that the partners initial the minutes of the AGM to avoid any later dispute about the content. The minutes must be signed in all cases and without exception by each decision-making member of the company.

Among the data which must absolutely appear in the minutes of a general assembly, it is necessary to specify the persons present and their functions, if certain associates were excused or not and the person who will represent them consequently during the phases of vote. The conclusions allowing the approval of the social accounts, the accounting results, the management report must appear. Also, it is at this moment that the sharing of the profits is evoked. Finally, the associates must confirm that they have given the powers to the corporate officer to use the minutes of the general assembly when he will proceed to the administrative formalities of the company.

In addition, the minutes of the general assembly must mention:

The meeting minutes kept in accordance with the provisions of the company law can be used as evidence in court. For example, the only way to prove that a resolution of the board of directors was passed at the meeting of the board of directors of the company is to produce to the court the minutes in which that particular resolution was recorded.

It is possible to correct the minutes of the ordinary general meeting with additions, deletions and rectifications. In order for the deed to remain valid after correction, it is recommended to respect a certain formalism:

Nevertheless, since the minutes of the meeting are not an authentic act, the non-respect of the correction process exposed above does not necessarily lead to the nullity of the minutes. In the event of a dispute, the judge can form his own opinion on the regularity of the corrections of the general assembly minutes.

Please note that the modification of the minutes of the general assembly is possible after registration. To do this, the minutes must be returned, with the words that are to be corrected being noted and crossed out. This is a tedious maneuver that requires a lot of attention. That is why it is better not to have to do it.