Learn how to draft and manage board minutes in Luxembourg. Legal rules, compliance obligations, templates, and digital solutions for efficient governance.
Documenting board minutes in Luxembourg is a fundamental requirement for companies, foundations, and associations. Minutes serve as the official record of decisions, discussions, and resolutions, ensuring compliance with Luxembourg corporate law and protecting directors from liability.
This article explains the legal obligations, content requirements, and best practices for preparing board meeting minutes in Luxembourg. It also explores how digital solutions can streamline the process, from real-time note-taking to secure archiving, fostering accountability and efficient corporate governance.
Company Law of 10 August 1915 (as amended)
Civil Code provisions on corporate governance
CSSF circulars and corporate governance recommendations for regulated entities
Evidence of proper corporate governance
Legal proof of director decisions and voting
Required for audits, regulatory checks, and disputes
Sociétés Anonymes (SA)
Sociétés à responsabilité limitée (SARL)
Investment funds (SICAV, SICAR, RAIF, SIF)
Foundations and ASBLs (non-profits)
Date, time, and location of the meeting
Names of participants and absentees
Agenda points discussed
Decisions and resolutions adopted
Voting results (for/against/abstentions)
Signature of the chairperson and secretary
Reports reviewed during the meeting
Draft resolutions circulated beforehand
Supporting financial or legal documents
Minutes must be signed and entered into a minutes register
Kept for at least 5 years (often longer for regulated entities)
Preparation: circulate agenda and supporting documents in advance
Note-taking: assign a secretary to record decisions accurately
Drafting: produce a clear and concise draft
Review: circulate among participants for comments
Approval: validate minutes at the next board meeting or by circular resolution
Archiving: store securely in a physical register or digital platform
Focus on decisions, not discussions
Use neutral and professional language
Avoid unnecessary detail
Record action items with deadlines and responsible persons
Ensure follow-up at the next meeting
Use secure platforms to centralize and share minutes
Enable real-time collaboration and version control
Guarantee confidentiality and GDPR compliance
Feature | Benefit |
|---|---|
Real-time recording | Capture accurate decisions instantly |
Editing & version control | Avoid confusion with updated drafts |
Secure storage | Protect sensitive data with encryption |
Accessibility | Allow board members to consult minutes anytime |
Integration | Connect with task management and compliance tools |
Delays in drafting and approval
Inconsistent formats across meetings
Loss of physical copies
Adopt standardized templates
Use cloud-based platforms for archiving
Delegate responsibility clearly (chairperson/secretary)
Yes. Board minutes are mandatory for all companies under the 1915 Law, regardless of size.
At least 5 years, but many entities retain them permanently for audit and compliance reasons.
Not usually. Only certain shareholder resolutions (e.g., capital increases, mergers) require notarisation.
Yes. Electronic signatures and secure platforms are increasingly accepted, provided they comply with eIDAS and GDPR.
Typically, the chairperson and secretary, though company articles may require additional signatures.
Board minutes in Luxembourg are more than a legal formality: they are the backbone of effective governance, accountability, and compliance. By following legal requirements, adopting best practices, and using digital platforms, companies can ensure that their decision-making is well-documented, transparent, and future-proof.
For customized board minutes templates, legal drafting, and digital governance solutions, contact Financial Services Luxembourg.
“In Luxembourg, board minutes are far more than a formality. They serve as a cornerstone of corporate governance, ensuring that decisions are properly documented, legally compliant, and defensible over time. Precision and transparency in the drafting process not only protect directors from liability but also reinforce the company’s credibility with regulators, investors, and banking partners.” Mickaël LOC, Managing Director, Financial Services Accountant Luxembourg
Read an article about Financial Services Luxembourg, expert en création d’entreprise et services comptables
See also: Company Formation in Luxembourg
See also: Corporate Services
See also: Accounting & Compliance Luxembourg