KRS Law Firm · Business Legal Services
Minutes of Management and Supervisory Board Meetings
Management and supervisory board meetings are where a company’s most important decisions are made. Their accurate documentation is sometimes dismissed as a formality, until the minutes become evidence in a shareholder dispute or an assessment of board members’ liability. We provide professional minute-taking and resolution drafting in accordance with the Commercial Companies Code. We advise companies in Łódź and throughout Poland.
We treat minute-taking as part of broader corporate legal services — keeping corporate documentation consistent and linking individual resolutions with the company’s other affairs.
KRS
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The Duty to Record Management Board Resolutions Following the Code Amendments
Until recently, recording limited liability company board resolutions was customary rather than mandatory. This changed with the amendment to the Commercial Companies Code that took effect on 13 October 2022 — since then, recording those resolutions has been mandatory and the legislation specifies the minimum content. Many board members still overlook the obligation or omit required elements, creating procedural risks.
For supervisory boards, the Code refers to the rules for management board minutes, emphasising recording resolutions and dissenting opinions. There is no requirement to reproduce the entire discussion, although the company may choose more detailed minutes. We help determine the appropriate scope.
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How Can We Help with Meeting Minutes?
- Preparing templates for minutes and resolutions.
- Drafting management or supervisory board rules.
- Supporting individual meetings.
- Recording resolutions and dissenting opinions.
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Why Do Proper Minutes Matter?
Although a missing signature or even missing minutes will not usually invalidate a resolution, well-prepared minutes protect the company and its board members. They evidence that a resolution was adopted, its wording and the vote. In disputes, they establish who voted, who dissented and whether the quorum was met. Careless or incomplete records can work against the company.
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How Do We Help?
We tailor the work to the company’s needs. We can prepare templates, draft or update board rules and support individual meetings — covering formalities and minute-taking. For ongoing clients, we maintain corporate documentation to help ensure governing bodies act lawfully and decisions are properly recorded.
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What Should Minutes Contain?
Proper minutes should include at least: the agenda, meeting date and place, names of members present, the wording of resolutions, votes cast and dissenting opinions. It can also be important to confirm proper convening, quorum and attendance, retain notification evidence, and record conflicts of interest and abstentions. These details may be decisive in a dispute.
We also maintain consistent supporting records, including numbering, complete attachments and links between resolutions and later actions. Some resolutions, such as changes to the board or articles, require reporting changes to the National Court Register, so we prepare the minutes with subsequent registration proceedings in mind.
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Do You Need to Organise Corporate Records or Arrange Proper Support for Board Meetings? Get in Touch. We will identify arrangements suited to your company and ensure its decisions are securely documented as part of our legal support for businesses.