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Minutes

Minutes are an official document that records in detail the discussions, decisions and deliberations that took place at a formal meeting. It includes information such as the date, location, participants, subjects discussed, decisions taken and the meeting's closing time.

Minutes must be signed by those responsible for the meeting to guarantee their authenticity.

A minute book is an official document used to record the deliberations, decisions and discussions that took place at an organisation's formal meetings, such as general assemblies, board meetings, councils, committees or other bodies. Each minute is a written record that summarises what was discussed and decided at a specific meeting.

Functions of the Minute Book:

  • Formal Record: Officially documents the decisions and deliberations made during meetings, serving as a permanent record.
  • Transparency and Accountability: Provides transparency in the organisation's activities and facilitates accountability to members, shareholders, regulatory bodies or other interested parties.
  • Reference and Consultation: Serves as a reference for future decisions, allowing members to revisit previous discussions and decisions to ensure continuity and coherence in the organisation's actions.
  • Legal Evidence: Can be used as evidence in legal matters, demonstrating that certain decisions have been made and that processes have been followed in accordance with the organisation's regulations and statutes.
  • Control and Monitoring: Helps monitor the progress of actions and resolutions decided at previous meetings, ensuring that commitments are fulfilled.
  • Date and Place of Meeting: Indicates when and where the meeting took place.
  • Participants: List of all those present, including members and guests.
  • Opening: Time the meeting started and who chaired it.
  • Agenda: Matters discussed during the meeting, usually listed in a specific order.
  • Discussions and Resolutions: Summary of discussions, decisions taken and, if applicable, votes taken.
  • Closing: Time of closure of the meeting and any final notes.
  • Signatures: Signatures of those responsible for the meeting (usually the chair and secretary).

According to article 31 of the Commercial Companies Code, minutes can be made up of sequentially numbered loose-leaf pages, all of which must be initialled regardless of whether they have been completed or not.

This is in order to guarantee the integrity and authenticity of the document. Signing all pages, including blank ones, helps prevent fraud and unauthorised alterations. This ensures that the content recorded is true and has not been modified after the meeting.

According to Article 31 of the Commercial Companies Code:

  •  Commercial companies are required to keep minute books;
  •  Minute books may consist of loose sheets numbered sequentially and initialled by the board of directors or the members of the corporate body to which they relate or, where they exist, by the company secretary or the chairman of the board of the company's general meeting.
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