Resolutions passed by the governing bodies of commercial companies (the General Meeting of Shareholders and the board of directors) must be recorded in minutes, which shall be drawn up or transcribed in the corresponding minutes book. This is not merely a legal requirement — it also promotes transparency and good governance within a company. But what must these minutes contain, and who is authorised to approve them? Let us take a closer look:
Written by Abigail Sked
Paralegal
Contents of the minutes
The minutes must include:
- The date and location — whether in Spain or abroad — where the meeting was held
- The date and method by which the notice of meeting was issued, unless the meeting was a universal general meeting (i.e., one attended by all shareholders who unanimously agree to hold it without prior notice)
- Where applicable, reference shall be made to the publication of the notice in the Commercial Registry Gazette and in any newspaper(s) in which it was published.
- The full text of the notice of meeting
- In the case of a universal general meeting, the items accepted as agenda points for the session
- Attendees
The list of attendees must appear at the beginning of the minutes themselves. Alternatively, it may be attached as an annex, or compiled as a file or incorporated into an electronic medium — in either case signed by the Secretary, with the approval of the Chair.- General Meeting:
- The number of shareholders present with voting rights, indicating how many are attending in person and how many by proxy, together with the percentage of share capital represented by each group
- General Meeting:
- The names of those in attendance, each followed by their signature (appearing after the date and the agenda)
- The names of the members present, indicating which of them are attending in person and which are represented by another member.
- General meeting:
- The outcome of the votes, stating the majorities by which each resolution was adopted.
- Collective management bodies:
- The number of members who voted in favour of the resolution.
- In both cases, and whenever requested by a person who voted against, their opposition to the resolutions adopted shall be recorded.
- General meeting minutes shall be approved in the manner provided by law or, failing that, by the company's deed of incorporation; minutes of the collective management body shall be approved in the manner set out in the company's deed of incorporation.
- Once approval is recorded in the minutes, they shall be signed by the Secretary of the body or of the meeting, with the endorsement of the person who acted as Chair.
- Where the minutes are not approved at the end of the meeting, the date and method of approval shall be noted within them.
Certification of minutes
In order to evidence resolutions of collective bodies and the contents of the Company's Minute Book to third parties, a certification of what is recorded therein is required.
Power to certify
The power to certify the minutes and resolutions of the collective bodies of commercial companies lies with:
- The Secretary and, where applicable, the Deputy Secretary (always with the endorsement of the Chair or Deputy Chair)
- The director, or any of the joint and several directors
- The directors holding representative authority in the case of joint administration
- (It will be necessary for the persons issuing the certificate to hold a current position at the time of issue)
Content of the minutes certificate
- The certificate must state the date on which it is issued.
- Resolutions of the governing bodies of commercial companies may be certified by verbatim transcription or by summary, unless they relate to amendments to the deed of incorporation or the articles of association, in which case verbatim transcription of the resolution is mandatory.
- Where resolutions are to be registered at the Commercial Registry, the certificate must include all particulars from the minutes that are necessary to assess the validity of the resolutions adopted.
- In the case of a summary certificate, where the resolutions are to be registered at the Commercial Registry, it must include all the particulars highlighted above ('Content of the minutes'), with the following specific requirements:
- It is sufficient to state the total capital represented by the shares of the attending members or, as applicable, the number of votes corresponding to their shareholdings.
- The number of members need only be stated where this is determinative for the valid constitution of the General Meeting or Assembly, or for the adoption of the resolution.
- If the Meeting is a universal meeting, it is only necessary to record that fact and that the minutes include the name and signature of the attending members or their representatives.
- It is not necessary to include in the certificate a summary of the matters debated, nor any interventions or objections that may have been raised.
- In the case of management bodies, it is not necessary to specify how many members attended.
- The certificate must state that the list of attendees has been prepared, where applicable, along with the method used to do so.
- It is sufficient to state the total capital represented by the shares of the attending members or, as applicable, the number of votes corresponding to their shareholdings.
Find out more about our corporate law advisory services
Our corporate legal services include drafting notices of meeting and preparing Minutes for both Ordinary General Meetings (annual accounts approval) and Extraordinary General Meetings, as well as board of directors resolutions.
Contact our corporate lawyer here:
