Who Is Responsible for Keeping Minutes of General Meetings in LLCs and JSCs?

General meetings of participants in a Limited Liability Company (LLC) or shareholders of a Joint Stock Company (JSC) are the highest governing bodies of a company and are responsible for making key business decisions. One of the most important documents prepared during such meetings is the minutes — an official written record of the proceedings and adopted resolutions.

Proper preparation of the minutes is not merely a formality. It serves as proof of the legality of the adopted decisions and helps prevent corporate disputes and litigation.

Who Keeps the Minutes of the General Meeting?

For LLCs

According to Article 48 of the Law of Ukraine “On Limited and Additional Liability Companies”, the minutes of the general meeting are prepared by a person elected directly during the meeting.

Typically, this may be:

• the secretary of the meeting;
• a member of the supervisory board or another governing body;
• a lawyer or attorney supporting the meeting;
• any participant trusted by the other members.

It is important that this person attends the meeting, has sufficient knowledge to properly prepare corporate documents, and has no conflict of interest.

For JSCs

In Joint Stock Companies, the procedure for keeping minutes is regulated by the Law of Ukraine “On Joint Stock Companies”. Usually, the minutes are prepared by the meeting secretary elected from among the shareholders or members of the supervisory board.

For more complex or large-scale meetings, companies often involve an independent lawyer or notary to confirm the legality of the procedure and voting results.

Why Is Proper Record-Keeping Important?

Legal Validity of Decisions

The minutes are an official document confirming the adoption of resolutions and may be used in court or when dealing with government authorities.

Prevention of Disputes

Well-prepared minutes significantly reduce the risk of challenges to corporate decisions.

Compliance With Legal Requirements

Failure to comply with legal requirements regarding the minutes may result in decisions being declared invalid.

Corporate Control and Accountability

The minutes help participants monitor compliance with adopted resolutions and internal agreements.

Main Requirements for Meeting Minutes

The minutes should include:

• date, time, and place of the meeting;
• list of participants or information confirming quorum;
• agenda of the meeting;
• summary of discussions on each issue;
• voting results, including the number of votes “for”, “against”, and “abstained”;
• adopted resolutions in clear and unambiguous wording;
• signatures of the chairperson, secretary, and other authorized persons.

Recommendations for Participants

• appoint the person responsible for keeping the minutes before the meeting begins;
• involve legal professionals whenever possible;
• verify the accuracy of the minutes during the meeting itself;
• properly store the minutes, as they may later serve as evidence of the legality of corporate decisions.

Responsibility for keeping the minutes of general meetings in LLCs and JSCs lies with the person elected by the participants during the meeting. The legality and stability of corporate decisions largely depend on the accuracy and quality of this document.

To minimize legal risks, it is advisable to involve experienced corporate lawyers who can ensure proper procedure and accurate preparation of documents.

The Ukrainian Bar and Real Estate Association provides professional legal assistance in supporting general meetings and preparing corporate minutes in compliance with current legislation.