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Shareholder meeting minutes are the official written record of what happens during a company's shareholder meetings in Belgium. They capture key decisions, voting results, and important discussions between shareholders, directors, and other attendees. Under Belgian company law, keeping these minutes is mandatory for all corporations (SA/NV and SRL/BV).

The minutes must detail attendance, agenda items covered, and formal resolutions passed. They need signing by the meeting chair and serve as legal proof of decisions made. Belgian law requires companies to store these records at their registered office, where shareholders can access them. They're especially important when documenting major decisions like dividend payments, board appointments, or company restructuring.

Belgian companies need to create Shareholder meeting minutes during every general assembly and extraordinary shareholder meeting. This includes annual general meetings, which must happen within six months after the fiscal year ends, and special meetings called to vote on major changes like mergers or capital increases.

The minutes become essential when shareholders request copies, during tax audits, or if legal disputes arise about meeting decisions. They're particularly crucial when documenting sensitive votes on leadership changes, profit distributions, or structural modifications. Companies also need them when applying for loans, as banks often request meeting records to verify proper corporate governance and decision-making authority.

• Annual General Meeting Minutes: Documents regular shareholder meetings covering yearly financial statements, profit allocation, and director discharge
• Extraordinary General Meeting Minutes: Records special assemblies for major changes like capital modifications, mergers, or statute amendments
• Written Resolution Minutes: Captures unanimous shareholder decisions made without physical meetings, common in smaller companies
• Combined Board-Shareholder Minutes: Used when both board and shareholder decisions need recording in the same session
• Special Committee Meeting Minutes: Documents meetings of specific shareholder committees formed for particular purposes like audit or nomination

• Company Secretary: Takes primary responsibility for drafting and maintaining Shareholder meeting minutes, ensuring accuracy and proper filing
• Board Chairman: Reviews and signs the minutes, officially validating their contents as a true record
• Shareholders: Have the right to review minutes, receive copies, and use them to verify decisions affecting their interests
• External Auditors: Reference minutes during annual audits to verify corporate decisions and compliance
• Legal Counsel: Reviews minutes for legal accuracy and uses them in corporate governance matters
• Financial Institutions: May request minutes as proof of authority for major transactions or loans

• Meeting Details: Collect date, time, location, and type of meeting (annual or extraordinary)
• Attendance List: Record all present shareholders, directors, and invited parties with their roles and share percentages
• Agenda Items: Prepare the complete meeting agenda and supporting documents beforehand
• Voting Results: Document exact numbers of votes for, against, and abstentions for each resolution
• Legal Requirements: Ensure compliance with Belgian Company Code requirements for quorum and majority rules
• Signature Authority: Confirm who needs to sign (typically chairman and secretary) and prepare signature blocks

• Meeting Identification: Company name, registration number, meeting type, date, time, and location
• Attendance Details: List of present shareholders with share quantities and percentages, plus invited participants
• Quorum Statement: Confirmation that required attendance thresholds were met under Belgian law
• Agenda Items: Detailed listing of all topics discussed and decisions made
• Voting Results: Precise count of votes cast, including approvals, rejections, and abstentions
• Resolutions: Full text of all adopted resolutions with exact wording
• Signature Block: Space for chairman and secretary signatures, with their names and titles

Shareholder meeting minutes differ significantly from a Shareholder Resolution. While both documents relate to shareholder decisions, they serve distinct purposes in Belgian corporate governance.

• Documentation Scope: Meeting minutes record everything that happens during a shareholder meeting, including discussions, votes, and decisions. A resolution contains only the final decision text on a specific matter.
• Timing and Creation: Minutes are created during or immediately after a meeting, documenting the entire process. Resolutions can be drafted before meetings and may be adopted without a physical meeting through written procedure.
• Legal Requirements: Minutes must include attendance details, voting results, and all discussions. Resolutions focus solely on the formal decision language and voting outcome.
• Usage Context: Minutes serve as historical record and proof of proper procedure. Resolutions are used to implement specific decisions with third parties or authorities.