What should the minutes contain?
What should the minutes contain?
"I understand that the minutes should reflect what was said and proposed at a meeting. But I'm not happy with the way they're kept at our meetings because they don't accurately reflect what I said and they don't always mention the type of majority obtained. What rules apply and what can I do about it?
Jacques, Geneva
The purpose of minutes is to transcribe what has been said at a meeting. However, their importance and the applicable rules vary depending on the nature of the meeting.
In the case of a condominium, for example, article 712 n para. 2 of the Civil Code states that the minutes must be kept by the administrator or the chair of the meeting and must record the decisions of the condominium owners' meeting. It is generally expected that the minutes will also mention the majorities obtained on the basis of the decisions taken. This information can be decisive in any subsequent dispute over the majority required to adopt a decision.
In the context of a general meeting of a public limited company (SA), the drafting of minutes is an important task required by law (article 702 of the Swiss Code of Obligations). Insofar as such a document can be used to request an entry or amendment in the Commercial Register, the minutes legally constitute a document of title, and any false content could constitute an offence within the meaning of article 251 of the Criminal Code, which punishes forgery of documents of title, especially if the drafter has acted with the intention of causing harm or obtaining an advantage.
Thus, there is no single clear provision governing all minutes, but generally speaking, they must reflect as faithfully as possible the discussions and decisions taken at a meeting, and if they fail to do so, the participants have the right to have them corrected or supplemented, either at the time of signing, if this is planned, or at the next general meeting at the latest.
