Annual Meeting Minutes are a crucial corporate governance document required under Belgian law for all registered companies. These minutes must be prepared following each annual general meeting of shareholders and serve as the official record of corporate decisions, discussions, and votes taken during the meeting. The document must comply with the Belgian Code of Companies and Associations (BCCA) and include specific mandatory information such as attendance details, quorum confirmation, voting results, and adopted resolutions. Annual Meeting Minutes are particularly important as they provide legal evidence of company decisions, protect shareholder interests, and may be required by authorities, banks, or other stakeholders for various corporate transactions. The document must be maintained in both French and Dutch in certain regions of Belgium, and must be signed by required parties to be legally valid.
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1. Header Information: Company name, registered office, company number, date, time, and location of meeting
2. Meeting Type: Specification of whether it's an ordinary or extraordinary general meeting
3. Attendance Register: List of present shareholders/members, proxies, and other attendees (directors, auditor if applicable)
4. Quorum Confirmation: Statement confirming that quorum requirements are met for valid decision-making
5. Chairperson and Secretary: Identification of the meeting's chairperson and appointed secretary
6. Agenda: List of items to be discussed and voted upon during the meeting
7. Discussion and Deliberations: Summary of key discussions on each agenda item
8. Voting Results: Detailed recording of all votes taken, including numbers for, against, and abstentions
9. Resolutions Adopted: Clear statement of all resolutions passed during the meeting
10. Closing: Time of meeting closure and signatures of required parties
1. Special Business: Section for any extraordinary items requiring special majority votes or specific procedures
2. Director Reports: Include when directors present specific reports or updates
3. Auditor's Report: Required when auditor presents their annual report
4. Questions and Answers: Section recording significant Q&A if substantial discussions took place
5. Conflicts of Interest: Required when any conflicts of interest were declared during the meeting
6. Statutory Amendments: Include when changes to company statutes are discussed or approved
1. Attendance List: Detailed list of attendees with signatures and shareholding details
2. Proxy Forms: Copies of valid proxy forms presented at the meeting
3. Financial Statements: Annual accounts and financial reports discussed at the meeting
4. Auditor's Report: Full version of the auditor's report if presented
5. Supporting Documents: Any presentations, reports, or documents referenced during the meeting
6. Convening Notices: Copies of meeting notices and publications as proof of proper convening
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