Company Minutes are formal documents required under Austrian corporate law to record proceedings and decisions made during corporate meetings. These minutes serve as the official record of corporate governance activities and must comply with specific requirements set forth in Austrian legislation, including the UGB, GmbHG, or AktG, depending on the company structure. Company Minutes are essential when conducting board meetings, shareholder assemblies, or other formal corporate gatherings, documenting crucial information such as attendance, discussions, voting results, and formal resolutions. They provide legal protection, ensure transparency, and serve as historical documentation of corporate decision-making. The minutes must be maintained in accordance with Austrian record-keeping requirements and may be subject to review by auditors, regulatory authorities, or courts.
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1. Header Information: Company name, registration number, meeting type (e.g., board meeting, shareholder meeting)
2. Date, Time and Location: Specific details of when and where the meeting took place, including whether conducted in person or virtually
3. Attendees and Quorum: List of all present participants, their roles, and confirmation of meeting quorum requirements being met
4. Meeting Chair and Secretary: Identification of the person chairing the meeting and the person taking minutes
5. Agenda: Itemized list of topics to be discussed and decided upon
6. Discussions and Deliberations: Summary of key points discussed for each agenda item
7. Resolutions: Formal decisions made, including voting results and specific terms of each resolution
8. Closing: Time of meeting conclusion and next meeting date if applicable
9. Signatures: Signatures of required parties (typically chairman and secretary) with date
1. Conflicts of Interest: Used when any participants need to declare conflicts regarding specific agenda items
2. Dissenting Opinions: When board members or shareholders wish to record their opposition to decisions
3. Ratification of Previous Minutes: When previous meeting minutes need to be formally approved
4. Delegations of Authority: When specific powers or responsibilities are being delegated
5. Remote Participation Details: When some or all participants attend virtually, including technical arrangements
6. Special Resolutions: For decisions requiring special majority or specific formal requirements under Austrian law
1. Attendance Register: Detailed list of all attendees with their signatures (required for certain meeting types)
2. Proxy Forms: Copies of valid proxy authorizations for represented shareholders/members
3. Supporting Documents: Key documents referenced during the meeting (e.g., financial statements, reports)
4. Presentation Materials: Copies of any presentations or materials shown during the meeting
5. Voting Records: Detailed breakdown of votes for each resolution (particularly important for shareholder meetings)
6. Power of Attorney: If any participants are representing others through power of attorney
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Company Minutes
Official record of corporate meetings and decisions under Austrian law, documenting key corporate governance activities and resolutions.
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