The difference between the minutes of the general meeting and the decision of the general meeting.

The results of the general meeting of shareholders of a business entity may be recorded in the minutes or reflected in the decision following the results of such an event. What is the specificity of both management actions?

What is the minutes of the general meeting?

Under minutes of the general meeting of the participants of a business company is understood a document that gives legal effect to the results of the relevant event. Various issues can be discussed at it - for example, about increasing the authorized capital of a company.

The minutes of the general meeting shall contain:

  1. information about the location of the company;
  2. information on the place and date of the meeting;
  3. information about the start and end times of the meeting;
  4. date of approval of the document;
  5. a list of persons present, as well as information about the shares in business ownership that belong to the co-owners of the firm;
  6. quorum indicators;
  7. Full name of the head of the company;
  8. Full name of the secretary of the meeting.

The minutes, as a rule, include language on the approval of the Chairman of the meeting of participants, on votes for or against the proposed candidate, on the results of the election of the Chairman.

Further - the document fixes the list of issues on the agenda.

If this is an increase in the authorized capital, then the minutes usually reflect:

  1. the fact that the head of the organization spoke on the relevant issue, familiarizing those present with the proposed changes in the amount of the authorized capital;
  2. the nature of the issue under discussion;
  3. the number of votes for, against, abstaining.

If the decision is made, it is also reflected in the minutes. If this is an increase in the authorized capital of the company, then the figures that correspond to it are recorded in the corresponding section of the document.

The minutes of the general meeting are signed by all participants in the event.

What is the decision of the general meeting?

Under the decision of the general meeting means the result of the relevant event in essence - the one that is recorded in the minutes, the specifics of which we have considered above.

It is worth noting that there is such a thing as “the decision of the founder” - corresponding to a document similar in purpose to the minutes of the general meeting, but signed by one person, and not by a group of business partners.

The managerial actions reflected in the decision of the founder may, in principle, be the same as in the case of the protocol. For example - an increase in the authorized capital of a company.

In this case, the decision of the founder most often includes:

  1. full name of the owner of the enterprise;
  2. references to the provisions of the laws in accordance with which the increase in the authorized capital of the company is carried out;
  3. a list of management actions that should be carried out in order to increase the authorized capital (for example, investing a single participant in the capital of an enterprise, and then making the necessary changes to the organization's charter).

Also in the corresponding decision, as a rule, there is a wording about the need to notify the Federal Tax Service about changes in the authorized capital of the company.

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The decision of the founder is signed by only one entity - the owner of the enterprise.

Comparison

The main difference between the minutes of the general meeting and the decisions of the general meeting is that it is a document. The decision is a set of necessary management actions that are accepted for implementation at the relevant meeting and are subject to approval in the minutes.

There is a document quite close to the minutes of the general meeting - “the decision of the founder”. By its legal nature, it is close to the first source, but it is signed by only one subject - the business owner.

Having determined what is the difference between the minutes of the general meeting and the decision of the general meeting, we reflect the conclusions in the table.

Table

Minutes of the general meeting Decision of the general meeting
Is a document that fixes a list of management actions to be implementedIs a list of management actions to be implemented
.