Minutes and resolutions: how to keep them in order

Minutes seem like tedious formalities until they really matter: when the commercial register asks for proof of an appointment, when the bank wants to see who holds signatory power, when a shareholder challenges a decision or when a tax audit arrives. In that moment a disorganised archive costs time, credibility and, sometimes, money. Keeping minutes and resolutions in order is one of the most underrated disciplines of corporate life. Let’s see how to do it well.

Why minutes matter

Minutes are the written proof of a decision taken by a corporate body. In an AG or a GmbH they document who decided what, when and with what majorities. They serve to:

• register with the commercial register the decisions that require it (appointments, amendments to the articles, transfers of registered office);
• demonstrate signatory powers to banks, authorities and counterparties;
• protect the directors, proving that a decision was taken properly and on an informed basis;
• reconstruct the company’s history over time.

Missing or sloppy minutes are equivalent, in practical terms, to a decision that does not exist.

The minutes of the general meeting

The minutes of an AG’s general meeting must state at least:

• the number, type, nominal value and class of the shares represented;
• the resolutions and appointments, with the outcome of the votes;
• the requests for information and the related answers;
• the statements for the record requested by shareholders.

They must be signed by the chair and the secretary. When the resolution amends the articles or concerns capital transactions, a notarial public deed is generally required: simple minutes are not enough.

The board of directors’ minutes

The board of directors’ decisions must also be minuted. The board minutes record those present, the matters dealt with, the decisions taken and, where useful, the reasons. It is particularly important to document:

• the delegations of management and the organisational regulations;
• decisions on matters with a potential conflict of interest, indicating how it was managed;
• the assessments made in situations of financial difficulty (capital loss, risk of over-indebtedness or illiquidity).

If the directors’ liability is challenged, minutes that prove a considered and informed decision are the best defence.

Circular resolutions

Not every decision requires a meeting. The board may resolve by circular means (written approval of a proposal, including in electronic form), provided no member requests an oral discussion. A circular resolution must also be documented and kept like ordinary minutes. It is the typical instrument of lean companies, but it does not exempt anyone from traceability.

The share register and the register of beneficial owners

Alongside the minutes, the company must keep certain mandatory registers up to date:

• the share register (for the AG) or the register of members (for the GmbH), with the holders and the usufructuaries;
• the register of the beneficial owners who have been announced, linked to the reporting obligation for those who acquire significant shareholdings.

These registers must be kept so that they can be consulted at any time in Switzerland. A share register that is not up to date is a serious problem: it makes ownership uncertain and blocks transactions such as sales, capital increases or distributions.

How to archive: practical rules

An orderly corporate archive follows a few simple rules:

1. Progressive numbering of minutes and resolutions, with a certain date.
2. One file per body: general meeting, board, circular resolutions, kept separate.
3. Linkage to the annexes: approved accounts, proposals, audit reports, powers of attorney.
4. Durable retention: corporate and accounting documents must be kept for ten years; for the documents that prove powers and structures, it is often advisable to keep them for the whole life of the company.
5. Consistency with the commercial register: every entry must be backed by a documented resolution.

Electronic form is admitted, provided the integrity and legibility of the documents over time are guaranteed.

The most common mistakes

In practice the same problems recur: minutes drawn up months after the meeting, decisions taken “verbally” and never formalised, a share register frozen at incorporation, missing signatures, multiple versions of the articles with no one knowing which is in force. Each of these is a small time bomb that goes off at the worst moment.

How we work at SIH ONE

We set up and keep the company’s body of documents up to date — minutes, resolutions, share register, register of beneficial owners — in line with the commercial register, so that every decision is traceable and every power demonstrable at any time.

Do you want to bring order to your corporate documentation and never be caught unprepared again? Discover the services of our corporate division and entrust governance to those who oversee it methodically.