Board and shareholders' meeting minutes (LGS art. 73)

Section 73 of the General Companies Law requires minutes of deliberations of collegiate bodies to be entered in a special book with the formalities applicable to commercial books. Board minutes are signed by those present; minutes of shareholders' meetings of companies limited by shares must be prepared and signed within five days by the chair and designated shareholders.

What article 73

Section 73 establishes the formalities for minutes of collegiate bodies (board and shareholders' meeting).

Source: Law 19,550, art. 73 - InfoLEG (updated official text)

Commentary

Minutes are the evidence of what was decided: they document deliberations, majorities and resolutions. Missing or irregular minutes weaken the validity and enforceability of corporate decisions and make it harder to prove who decided what.

The statute imposes concrete requirements: a special book, signatures of those attending board meetings, and preparation of shareholders' meeting minutes within five days. Proper minutes are a first line of defence in corporate disputes.

Distinctions often confused

Practical impact

Proper corporate minute books are essential: they evidence decisions and are part of corporate regularity. Late, incomplete or unsigned minutes are a source of disputes and challenges.

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