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.