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Board Minutes are the official written record of what happens during a company's board meetings. Under Belgian corporate law, they capture key decisions, discussions, and votes made by the board of directors (conseil d'administration/raad van bestuur). Think of them as your company's corporate memory - they document everything from strategic choices to financial approvals.

These minutes must be kept in a special register at the company's registered office, as required by the Belgian Code of Companies and Associations. They're crucial for legal protection, proving compliance, and keeping shareholders informed. Board members need to sign them, and they can become important evidence in court cases or during regulatory inspections.

Board Minutes become essential during every official meeting of your company's board of directors. Belgian law requires recording these minutes immediately after each board gathering, especially when making decisions about mergers, financial statements, or strategic changes. The documentation needs to happen while memories are fresh and details are clear.

Creating Board Minutes becomes particularly critical during major corporate events like capital increases, leadership changes, or when dealing with conflicts of interest. They protect your company during tax audits, legal disputes, or shareholder inquiries. Belgian regulators often request these minutes during compliance checks, so maintaining detailed, timely records helps avoid penalties and proves good corporate governance.

• Standard Board Minutes: Records routine board decisions, financial reviews, and operational updates - most commonly used for regular quarterly meetings
• Special Resolution Minutes: Documents major corporate changes like mergers, acquisitions, or significant policy shifts requiring formal board approval
• Written Resolution Minutes: Captures decisions made without a physical meeting, following Belgian law's strict requirements for unanimous written consent
• Emergency Board Minutes: Records urgent decisions made during crisis situations, requiring less formality but maintaining legal validity
• Committee Meeting Minutes: Details discussions and recommendations from specialized board committees like audit or remuneration committees

• Board Secretary: Takes notes during meetings and drafts the official Board Minutes, ensuring accuracy and legal compliance
• Board Members: Review, approve, and sign the minutes, confirming their accuracy as participants
• Company Auditors: Examine Board Minutes during annual audits to verify corporate governance compliance
• Legal Counsel: Reviews minutes to ensure proper documentation of key decisions and legal requirements
• Shareholders: May request access to minutes to monitor board decisions and company direction
• Regulatory Bodies: Can inspect minutes during investigations or routine compliance checks

• Meeting Details: Gather date, time, location, and list of all attendees and absentees
• Agenda Items: Collect the meeting agenda and any pre-distributed materials
• Previous Minutes: Have the last meeting's minutes ready for approval and reference
• Key Decisions: Note all formal resolutions, voting results, and abstentions
• Supporting Documents: Attach referenced financial reports or presentation materials
• Legal Requirements: Follow Belgian corporate law formatting rules for official records
• Signatures: Prepare signature blocks for the chairman and secretary as required

• Meeting Identification: Company name, registered office, date, time, and meeting type
• Attendance Record: Full list of present directors, apologies, and invited participants
• Quorum Statement: Confirmation that required attendance minimums were met
• Agenda Items: Numbered list of topics discussed and resolutions passed
• Voting Details: Record of votes cast, including abstentions and dissenting opinions
• Conflict Declarations: Any disclosed conflicts of interest and related actions
• Signature Block: Space for chairman and secretary signatures, with date and location
• Attachments Reference: List of any annexed documents or reports

Board Minutes and Shareholder Meeting Minutes serve different but related purposes in Belgian corporate governance. While both document important company meetings, they capture distinct decision-making processes and involve different participants.

• Authority Level: Board Minutes record decisions made by directors managing daily operations, while Shareholder Minutes document major company decisions like mergers or capital changes
• Meeting Frequency: Board meetings typically occur monthly or quarterly, whereas shareholder meetings usually happen annually or for special occasions
• Legal Requirements: Board Minutes need immediate drafting and signing by directors present, while Shareholder Minutes require broader distribution and formal filing with commercial court
• Access Rights: Board Minutes remain confidential with limited access, but Shareholder Minutes are generally available to all shareholders