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Board Minutes
I need board minutes for a quarterly meeting of a non-profit organization, including attendance, a summary of discussions, decisions made, and action items with assigned responsibilities and deadlines. The document should adhere to Austrian legal standards and be concise yet comprehensive.
What is a Board Minutes?
Board Minutes capture the official record of decisions and discussions from company board meetings in Austria. These legally required documents detail key votes, resolutions, and strategic choices made by the Vorstand (executive board) and Aufsichtsrat (supervisory board) under Austrian corporate law.
The minutes serve as binding proof of board actions and protect both the company and its directors. Austrian law requires companies to maintain these records for seven years and file certain resolutions with the commercial register (Firmenbuch). Well-kept minutes help demonstrate proper corporate governance and become crucial during audits, legal disputes, or regulatory reviews.
When should you use a Board Minutes?
Create Board Minutes during every formal board meeting of your Austrian company. These records become essential when making major corporate decisions like issuing new shares, appointing directors, or approving financial statements. Austrian law requires documenting these meetings within two weeks of each session.
Board Minutes prove particularly valuable during due diligence reviews, tax audits, or when demonstrating compliance to regulatory authorities. They protect your company by documenting that directors fulfilled their duties under Austrian corporate governance rules. Having clear, detailed minutes becomes crucial if shareholders question board decisions or authorities investigate company affairs.
What are the different types of Board Minutes?
- Company Minutes: Standard format for documenting regular board meetings, covering routine business decisions and governance matters under Austrian corporate law
- Business Meeting Notice Agenda And Minutes: Comprehensive package combining meeting announcement, agenda items, and detailed minutes, typically used for annual general meetings or extraordinary board sessions requiring formal shareholder notification
Who should typically use a Board Minutes?
- Board Secretary (Schriftf眉hrer): Takes primary responsibility for drafting and maintaining Board Minutes during meetings, ensuring accurate documentation of all decisions
- Executive Board (Vorstand): Reviews and signs the minutes, confirming their accuracy as the company's key decision-makers
- Supervisory Board (Aufsichtsrat): Approves minutes for meetings they attend, particularly important for dual-board Austrian companies
- Corporate Lawyers: Review minutes for legal compliance and assist with filing requirements at the commercial register
- Auditors and Regulators: Reference Board Minutes during company audits and regulatory investigations
How do you write a Board Minutes?
- Meeting Details: Confirm date, time, location, and list of all attendees with their roles
- Agenda Items: Prepare a clear outline of topics discussed and decisions made during the meeting
- Supporting Documents: Gather all financial reports, presentations, or other materials referenced during discussions
- Voting Results: Record exact numbers of votes for each resolution, including abstentions
- Required Signatures: Ensure the Vorstand chairman and designated secretary are available to sign within two weeks
- Filing Requirements: Check if any resolutions need registration with the Austrian commercial register
What should be included in a Board Minutes?
- Meeting Identification: Date, time, location, and type of board meeting (regular or extraordinary)
- Attendance Record: Full names and roles of all present board members, excused absences, and guests
- Quorum Statement: Confirmation that the required number of board members was present
- Agenda Confirmation: Documentation that proper notice was given and agenda items were discussed
- Resolution Details: Exact wording of decisions made, including voting results and any dissenting opinions
- Authentication Section: Signatures of the chairman and secretary, with date and company seal if required
What's the difference between a Board Minutes and a Shareholder meeting minutes?
Board Minutes differ significantly from Shareholder meeting minutes in their scope and legal requirements under Austrian corporate law. While both document important company decisions, they serve distinct purposes and follow different protocols.
- Decision-Making Authority: Board Minutes record decisions made by the Vorstand and Aufsichtsrat focusing on day-to-day management and strategic oversight, while shareholder minutes document resolutions affecting ownership and fundamental company changes
- Legal Requirements: Board Minutes must be filed within two weeks and require specific board member signatures, whereas shareholder minutes need notarization for certain resolutions and filing with the commercial register
- Content Focus: Board Minutes detail operational decisions, strategy discussions, and regular governance matters, while shareholder minutes concentrate on capital changes, mergers, or major structural modifications
- Access Rights: Board Minutes remain confidential to directors and select officials, but shareholder minutes must be accessible to all shareholders
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