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Minutes of the Meetings of the Board of Directors

Minutes shall be kept of the meetings of the board of directors to be signed by the person chairing the meeting and, if the board consists of several members, at least by one member thereto designated by the board. It is mandatory to keep minutes also in boards of directors consisting of one member only. A member of the board of directors and the managing director has the right to have his/her dissent entered into the minutes [Liability of the Management]⁠. The minutes shall be numbered consecutively and archived in a reliable manner during the entire existence of the company.

There are no provisions on the examination of the minutes. It is a common practice, however, that the minutes of the previous meeting are gone through and signed by the persons present in the meeting of the board of directors.

The minutes of the meeting has significance primarily as an evidence of matter dealt with or decided in the meeting and a failure to prepare minutes does not result in the resolutions made being void. It may, nevertheless, sometimes prevent the execution of a resolution. This is possible, for instance, in contacts with authorities.

The following should become apparent from the minutes:

  • ”minutes of the meeting of the board of directors” or another corresponding heading;

  • place of the meeting;

  • meeting time (at least the date);

  • persons participating and the chairperson of the meeting;

  • quorum of the meeting;

  • resolutions made at the meeting;

  • possible voting;

  • discussion in case of a significant matter;

  • matters of disqualification; and

  • dissent of a member of the board of directors/the managing director in the event he/she demands it.

If the board of directors decides to give a monetary loan to a person or an entity belonging to the company’s circle of related parties or gives a security for the engagements of such persons it is recommendable to enter into the minutes the following:

  • loan/security;

  • name of the debtor/beneficiary of the security;

  • terms and conditions of the loan/security; and

  • counter-securities given to the company.

This information may, alternatively, be given in the annual accounts.

If the company has only one shareholder, agreements and engagements between the company and the sole shareholder that do not belong to the company’s ordinary course of business shall be recorded and attached to the minutes. Such uncommon agreements may be agreements which deviate from the intention to produce profit, are similar to a gift or fall outside the scope of the company’s field of activity.

Preparing the minutes is the responsibility of the chairperson. As a main rule, a member of the board of directors as well as the auditor and the supervisory board has the right to see all previous meeting minutes. A shareholder does not usually have this right except in certain small companies consisting of no more than ten shareholders.