Minutes of a general meeting: what must be recorded

The short answer

The minutes of a general meeting should record when and where the meeting took place, who chaired it, whether it was quorate, every motion put to the vote with its exact wording, and the result the chair declared. Discussion can be summarised; resolutions cannot. What is legally required depends on your law and your statutes, which also decide who signs, how long the minutes are kept and who may read them.

What must the minutes of a general meeting include?

Minutes are a record of decisions, not a transcript. A reader who was not in the room should be able to tell, from the minutes alone, that the meeting was properly called, that it could take decisions, and what it decided.

Some laws spell out a minimum. For a German stock corporation, § 130 AktGrequires the record to state the place and date of the meeting, the name of the notary, the type and result of each vote, and the chair’s declaration of each resolution. The evidence of how the meeting was convened must be attached unless its content is set out in the record itself. That law does not require the quorum or the wording of each motion to be recorded.

For any organisation, whatever its legal form, this list is a sound floor:

Who signs the minutes?

Usually the chair, and often a second person named in your statutes, such as the secretary or a member chosen at the meeting.

Under UK company law, minutes of a general meeting signed by the chair of that meeting, or of the next general meeting, are evidence of the proceedings, and the meeting is then presumed to have been duly held and convened until the contrary is proved (Companies Act 2006, s. 356). The signature is what turns a set of notes into evidence.

In a German AG, the notary signs the record (§ 130(4) AktG). For companies that are not listed, a record signed by the chair of the supervisory board is enough, unless the meeting passes resolutions for which the law requires a majority of three quarters or more (§ 130(1) AktG).

Associations and housing co-operatives normally find their signing rule in their own statutes. If your statutes are silent, decide the rule before the meeting, not after.

How long must minutes be kept, and who can see them?

UK companies must keep minutes of all general meeting proceedings for at least ten years from the date of the meeting (Companies Act 2006, s. 355). Records from the previous ten years must be available for inspection by any member without charge, and any member may ask for a copy on payment of the prescribed fee (s. 358).

Other legal forms and countries set their own periods. Where nothing binds you, many organisations simply keep minutes for the life of the organisation: they are the only proof of how a rule or a board came to be.

Resolutions or discussion: how much detail?

Record every resolution in full. Record discussion briefly, and only where it matters later.

A useful test: would someone challenging this decision in two years need this sentence? If yes, keep it.

What changes for online and hybrid meetings?

The content stays the same; the evidence behind it changes. In a room, attendance is a signed list and a vote is a show of hands. Online, both come from the system you used, so the minutes should also say:

• that the meeting was held online or hybrid, and on what basis in your statutes;
• how participants were identified and admitted;
• how votes were cast and counted, and whether the ballot was secret;
• any technical interruption, its length, and whether it affected a vote.

Attach or reference the platform’s own record of attendance and results, so the figures in the minutes can be checked against it. See running a live assembly for the practical side.

Common mistakes

• Paraphrasing a resolution. “The budget was approved” is not the resolution. Copy the exact wording that was voted on.
• No quorum line. Without it, nobody can show later that the meeting could decide.
• Results without counts. Where your rules require a specific majority, record the figures, not just “carried”.
• Proxies not recorded. Note who held proxies and for whom.
• Signing late or not at all. Unsigned minutes are weaker evidence. Agree the signing rule and the deadline in advance.
• Editing after signature. Correct an error at the next meeting and record the correction there.

Template: minutes of a general meeting

This is a generic template. Adapt it to your statutes and the law that applies to your organisation.

Where Assembley fits

Assembley produces minutes for each assembly, and an evidence package that sits behind them: attendance with the voting power represented, quorum against the figure fixed at go-live, the recorded ballots with their weight, and each item’s result, in a human-readable and a machine-readable version. Deciding what your statutes require the minutes to say, and signing them, stays with your organisation. See the evidence package explained.