Minutes of the meeting: sample - rules for drawing up 2020

Role of the protocol

Meetings in organizations, regardless of their status, business direction and size, are held with a certain frequency. They allow you to solve many current problems, take timely necessary measures to resolve complex issues, determine the company’s development strategy, etc.

However, not all meetings are recorded using minutes and this is not a violation of the law. In principle, the company’s management has the right to determine which meetings need to be recorded and which can be held without drawing up this document.

The main function of the protocol is to record in writing all tasks, questions, opinions voiced at the meeting and, most importantly, collectively made decisions.

The more thorough and detailed the protocol is kept, the better.

Typically, minutes are required for those meetings that have a direct impact on the future of the company. It is also recommended to take minutes of meetings with the participation of representatives of other enterprises and employees of government agencies.

Why are general meetings needed and why document them?

A work collective is not just a certain number of employees of one enterprise interacting with each other and external entities to achieve common goals. This is a separate body, which, like the management of the company and its administrative part, is endowed with certain powers. In order for the team to make a decision on any pressing issue, it is necessary to gather it in one place and bring this issue up for discussion.

It should be noted that the topic of the meeting can concern either one problem or several at once.

General meetings make it possible to build a vertical connection between ordinary employees of an enterprise and its management, ensure prompt resolution of acute external and internal corporate problems and labor disputes, create and approve regulations and documents, as well as resolve any other pressing issues.

The role of the minutes in this process is also quite clear and simple: it consistently records everything that happens at the meeting to reflect in writing the opinions or decisions of its participants. As a result, in the future this document serves as the basis for the company’s management when taking any measures, developing documents, etc. actions.

Procedure for the meeting

A meeting is not an event that is held, as they say, on the fly. It requires careful preliminary preparation, which is usually carried out by a responsible employee appointed to this by special order of the director. He collects the necessary documents, writes a list of current issues and pressing problems that need to be solved, notifies all potential participants about the upcoming meeting, and carries out other preparatory activities.

It should be noted that employees of an enterprise who have received information about an upcoming meeting and an invitation to participate in it may refuse, but only if there are valid and sufficiently compelling reasons, since the meeting is part of their job responsibilities.

The meeting usually has its own chairman, who monitors its progress, announces the agenda, and conducts voting. Most often this is the head of the company, but it may also be another employee. In this case, information about the chairman must be included in the minutes.

From the very beginning of the meeting, all events occurring at it are carefully recorded. Moreover, this is done in different ways: keeping a protocol does not exclude the use of photo and video recording.

The minutes after the end of the meeting must be signed by the secretary and chairman of the meeting, as well as, if necessary, by its participants, who thus confirm that all the information included in it is correct.

Procedural issues

Before carrying out, decide how many people are needed at the meeting and during voting to make a decision of the labor collective. This issue is not defined by law. Thus, the answer is the following: either the amount specified in local acts, or the majority.

You should also select a secretary for the event in advance. Such a decision is reflected in the local regulations of the organization or in the protocol itself, or the responsible employee is determined in advance for a number of collective gatherings for the current year, for example. Usually they choose an employee with experience working with documents: a HR specialist, an accountant, etc., who know how to formalize a meeting of the workforce correctly and how to store the document. Storage is necessary to confirm the legality of decisions made and the powers of representatives.

The protocol is drawn up either according to the norms of local acts, or in accordance with general provisions on document flow in such a way that the essence of the document and the decisions made are clear from it.

Drawing up a protocol

Today, the law does not provide for a strictly unified form of meeting minutes, so organizations can draw them up in any form or according to a model approved in the company’s accounting policies. However, it is necessary to indicate certain information in it:

Document Number;
date of creation;
name of company;
the locality in which the enterprise is registered;
list of persons present at the meeting (including their positions, full names);
information on the meeting chairman and secretary;
agenda (i.e. those issues that need to be resolved);
the fact of voting (if it was held) and its results;
result of the meeting.

Sometimes the exact time (down to minutes) of the start and end of a meeting is included in the minutes - this allows you to discipline employees and optimize the time spent on such meetings in the future.

If necessary, some additional documents, photos and video evidence can be attached to the minutes of the meeting. If there are any, their presence must be reflected in the minutes of the meeting as a separate paragraph.

It should be noted that the protocol must be kept extremely carefully, errors and corrections must be avoided, and it is completely unacceptable to enter unreliable or deliberately false information into it. If such moments are identified in the event of an inspection of the company’s internal documentation by regulatory authorities, the company may suffer serious punishment.

How to write minutes of a general meeting

May 15, 2020

67083

1C-Start

The minutes of the meeting of LLC founders is a document that must be drawn up if the LLC is founded by several persons (from 2 to 50).

In the future, after registration of the LLC, when all the founders become participants, a general meeting should be held on all important issues of the company’s activities.

The form of the minutes of the general meeting must be written; the document can be one-page or multi-page.

There are no particular differences between the minutes of the first meeting on the establishment of the LLC and all subsequent general meetings of participants, because they are regulated by one article of the Civil Code of the Russian Federation (Article 181.2), but for the convenience of our readers we will consider them separately.

Minutes of the meeting of founders on the creation of an LLC

This document clearly confirms the expression of the will of the founders to create an LLC, therefore the minutes of the meeting of founders must contain the following information:

Place, date and time of the general meeting.
Information about the founders participating in the general meeting. For founders - individuals, indicate passport details. For founders who are a legal entity, indicate the full name of the organization, legal address, OGRN, INN, KPP codes, information about the person(s) of the organization participating in the meeting, and confirmation of their authority. It is also indicated here which of the founders will be the chairman of the general meeting and its secretary.
The agenda includes issues that should be considered at the general meeting of founders:
Approval of the name and location of the Company.
Approval of the size of the authorized capital, the size and nominal value of the shares of the founders of the Company, the procedure and deadline for payment of the shares of the founders of the Company in the authorized capital.
Approval of the Company's Charter.
Appointment of the General Director of the Company.
Approval of the procedure for joint activities of the founders to create a legal entity.
Results for each question. Please note that at the first meeting of the founders on the establishment of an LLC, voting on each issue can only be unanimous.
The results of the meeting in the form “Resolved...”
Signatures of the founders participating in the general meeting. Although the law requires the signatures of only those who attended the meeting, we recommend that all founders sign the minutes.

minutes of the general meeting of LLC founders

Minutes of the general meeting of LLC participants

The general meeting of participants is the highest governing body of the company, therefore all important issues of the LLC’s activities are within its competence. The list of such questions is given in Article 32 of the Law “On LLC”.

Decisions of the general meeting can be made unanimously, by a simple majority or by 2/3 of the total number of participants. You will find information about which issues require a certain amount in the Law “On LLC”.

If you are creating an LLC with equal shares 50/50, then keep in mind that in case of disagreement, the participants may not come to a consensus on any issue, because even the simple majority rule is not observed. To avoid conflicts, it is recommended to set the proportion of shares to at least 51/49.

According to the rule of Article 34 of the LLC Law, regular (scheduled) general meetings of participants are held within the time limits specified by the charter, but at least once a year.

In cases specified in the charter, as well as in all other situations where the interests of the company and its participants are affected, extraordinary general meetings are held.

The procedure for holding extraordinary meetings is given in Article 35 of the Law “On LLC”.

Let us return to Article 181.2 of the Civil Code of the Russian Federation, which specifies the mandatory requirements of the protocol:

date, time and place of the meeting;
information about persons participating in the meeting;
results of research on each issue on the agenda;
information about the persons who carried out the count;
information about persons who opposed the decision of the meeting and demanded that this be recorded in the minutes.

If the company’s participants cannot hold a meeting in person, for example, due to being in different cities, then the Civil Code of the Russian Federation provides for the option of an absentee meeting, except for issues related to the approval of annual reports and annual balance sheets. To conduct an absentee meeting, participants fill out a ballot for absentee voting and send it to the director of the company, on the basis of which he draws up minutes of the general meeting.

We draw the attention of users to the fact that from September 1, 2014, the minutes of the general meeting (including the minutes of the meeting of the founders of the LLC) must be notarized. If the protocol or charter specifies another method of recording the document (as an option, video filming and audio recording), then notarization can be dispensed with.

After the release of the Review of Judicial Practice of the Presidium of the Supreme Court dated December 25, 2019, some Federal Tax Service Inspectors began to require notarization of the decision or protocol on the establishment of an LLC. However, Law No. 129-FZ does not contain such a condition.

We have become aware of several cases of refusal to register an LLC if the decision or protocol is not certified by a notary.

Until appropriate clarifications are received from the Federal Tax Service, we recommend that our users clarify this issue with their registration authority.

Source: https://www.regberry.ru/registraciya-ooo/kak-napisat-protokol-obshchego-sobraniya

Basic rules for drawing up a protocol

The protocol, as a rule, is drawn up in a single copy, but if necessary, its copies can be made, the number of which is not limited.

The document must be signed by the immediate originator, the secretary, as well as all members of the meeting.

The protocol can be drawn up on a simple A4 sheet or on the organization’s letterhead - it doesn’t matter, just as whether it is kept in handwriting or filled out on a computer. It is not necessary to certify it with the seal of the enterprise, since since 2016, legal entities by law have every right not to use seals and stamps to certify their documentation.