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Board Minutes are the official written record of what happens during a company's board meetings in Germany. They capture key decisions, discussions, and votes made by the Aufsichtsrat (supervisory board) or Vorstand (management board), serving as a legal proof of corporate governance.

Under German law, companies must keep accurate Board Minutes (Protokolle) for every meeting. These documents protect board members, demonstrate compliance with the Aktiengesetz (Stock Corporation Act), and provide crucial evidence for shareholders, auditors, and courts. A notary must certify certain important decisions, like changes to the articles of association or capital increases.

Create Board Minutes during every board meeting—this isn't optional under German corporate law. You need these records when making major company decisions like mergers, leadership changes, or strategy shifts. They're especially crucial for documenting votes on financial matters, property transactions, and changes to company structure.

German companies rely on Board Minutes to protect themselves during tax audits, legal disputes, or regulatory investigations. They prove that your board followed proper procedures and made informed decisions. For AG companies, these minutes become vital when shareholders request information or challenge board decisions, and banks often require them when extending credit or updating lending terms.

• Company Minutes: For regular board meetings, capturing standard agenda items, attendance, and routine decisions. Most German companies use this format for Aufsichtsrat meetings, documenting discussions, votes, and resolutions in compliance with the Stock Corporation Act.
• Notarized Minutes: Required for major corporate changes like mergers or capital increases, these must be certified by a German notary and contain specific legal declarations.
• Extraordinary Meeting Minutes: Used for urgent or special board sessions, focusing on single critical issues like crisis management or unexpected leadership changes.
• Committee Minutes: Detailed records for specialized board committees (audit, compensation, etc.), following stricter documentation requirements for their specific oversight areas.

• Board Secretary (Protokollführer): Takes primary responsibility for drafting and maintaining Board Minutes during meetings, ensuring accuracy and completeness.
• Board Members (Vorstand/Aufsichtsrat): Review, verify, and sign the minutes. They're legally accountable for the decisions documented.
• Corporate Legal Team: Reviews minutes for legal compliance, maintains official records, and handles information requests from authorities.
• Shareholders (Aktionäre): Have legal rights to access certain minutes, particularly for annual general meetings.
• External Auditors: Use minutes to verify corporate governance compliance and decision-making processes during annual audits.

• Meeting Details: Gather date, time, location, and full list of attendees with their roles. Note who chairs the meeting and who takes minutes.
• Agenda Preparation: Create a detailed agenda following German corporate law requirements, including all items requiring board decisions.
• Documentation: Collect all supporting materials, financial reports, and presentation slides referenced during discussions.
• Real-time Recording: Take clear notes of key discussions, exact wording of resolutions, and voting results during the meeting.
• Formal Requirements: Include mandatory elements like quorum confirmation and voting methods used, following AG or GmbH regulations.

• Meeting Identification: Company name, type of board meeting, date, time, location, and meeting format (in-person/virtual)
• Attendance Record: Full names and roles of all present board members, guests, and any absences noted
• Quorum Statement: Confirmation that legal quorum requirements under German law were met
• Agenda Items: Detailed record of discussions, motions proposed, and exact wording of resolutions
• Voting Results: Numbers for/against each resolution, including any abstentions or objections
• Authentication: Signatures of board chair and secretary, with date and place of signing

Board Minutes differ significantly from a Board Resolution in German corporate law. While both documents relate to board decisions, they serve distinct purposes and have different legal requirements.

• Documentation Scope: Board Minutes record everything that happens during a meeting, including discussions, votes, and dissenting opinions. Board Resolutions focus solely on documenting the final decision.
• Legal Requirements: Minutes must include detailed attendance, quorum confirmation, and full meeting proceedings as required by the Aktiengesetz. Resolutions only need the specific decision text and voting outcome.
• Timing and Use: Minutes are created during and after meetings, serving as the official record. Resolutions can be created without a formal meeting through written procedures (Umlaufbeschluss).
• Evidentiary Value: Minutes provide comprehensive proof of corporate governance and decision-making processes. Resolutions serve primarily as executable documents for specific actions.