Why Formalise Corporate Decisions ?

Minutes, Registers and Collective Decisions: The Fundamentals of Effective Legal Secretarial Work

In a company, important decisions should never remain oral. Properly formalising them is both a legal obligation and a key security tool for the business.

Why is it important?

Formalising corporate decisions allows you to:

• Prove that decisions were actually taken
• Protect directors and shareholders in case of dispute
• Comply with OHADA law (Uniform Act on Commercial Companies)
• Facilitate controls (tax, banking, investor due diligence)
• Ensure continuity and traceability of the company’s life

Without written documents, a decision can be challenged or considered non-existent.

Essential documents to master

1. Minutes (Procès-verbaux)
They record decisions taken at general meetings or board meetings.
A good set of minutes must include:

• Date and place of the meeting
• Identity of the participants
• Agenda
• Resolutions adopted
• Voting results (for, against, abstentions)
• Signature of the chairman and the secretary of the meeting

2. Mandatory registers
Every company must keep certain registers, in particular:

• Register of shareholders’ or partners’ deliberations
• Register of board of directors’ deliberations (for public limited companies)
• Register of securities movements (shares or partnership interests)

These registers must be numbered and initialled.

3. Collective decisions
Even outside a formal meeting, certain decisions must be formalised in writing (for example through written consultation of the partners). This guarantees their validity.

Good practices to adopt

• Draft the minutes promptly after each meeting
• File and archive all documents in an organised manner
• Update the registers without delay
• Keep the documents for the legally required period (usually several years)
• Have the legal secretariat regularly reviewed by a professional

In summary

A well-managed legal secretariat is not just a formality. It is a tool for protection, transparency and credibility for the company.
Properly formalised decisions help avoid conflicts, reassure partners and secure the proper functioning of the business.