Corporate Minutes are essential governance documents required under Belgian law for documenting company meetings and decision-making processes. They serve as the official record of corporate actions and must comply with the Belgian Code of Companies and Associations (CCA). These minutes are used to document board meetings, shareholder meetings, and other official corporate gatherings, capturing key information such as attendance, discussions, voting outcomes, and formal resolutions. The document plays a crucial role in maintaining corporate transparency, providing evidence of proper governance, and protecting both the company and its stakeholders. Corporate Minutes must be maintained in either French, Dutch, or German depending on the company's location in Belgium, and may need to be filed with the Belgian Business Registry (KBO/BCE) for certain significant decisions.
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1. Meeting Details: Date, time, location, and type of meeting (e.g., Board of Directors, General Assembly)
2. Attendance: List of present and absent members, including proxies if applicable, and confirmation of quorum
3. Chairperson and Secretary: Identification of the meeting's chairperson and appointed secretary
4. Agenda: Detailed list of items to be discussed and decided upon during the meeting
5. Deliberations: Summary of discussions for each agenda item
6. Resolutions: Formal decisions taken, including voting results and any dissenting opinions
7. Closure: Time of meeting conclusion and signature block for required signatories
1. Opening Statement: Used for formal meetings to state the legal basis and context of the meeting
2. Conflicts of Interest: Required when any director or member needs to declare conflicts regarding agenda items
3. Technical Arrangements: Required for virtual or hybrid meetings to document the electronic means used
4. Committee Reports: When committees present reports to the board or shareholders
5. Shareholder Questions: Required for general assembly meetings where shareholders pose questions
6. Reserved Matters: Used when discussing items requiring special majority or specific approval procedures
1. Attendance List: Detailed list of attendees with signatures (required for physical meetings)
2. Proxy Forms: Copies of valid proxy forms submitted for the meeting
3. Supporting Documents: Key documents discussed or referenced during the meeting
4. Financial Statements: When financial reports are presented or approved
5. Presentation Materials: Copies of any presentations made during the meeting
6. Electronic Participation Records: For virtual meetings, logs or records of electronic participation
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