Board Minutes in Belgium: Legal Requirements and How to Stay Compliant

Board secretaries and CEOs in Belgium face a delicate balance: ensuring that board minutes (procès-verbaux) are not only accurate but also compliant with Belgian law. Under the Companies and Associations Code (CSA/BCCA), boards must carefully record decisions, safeguard them for inspection, and ensure they are signed and archived properly.
Yet, many boards still rely on outdated manual processes, creating unnecessary risks and delays. Let’s explore the main legal requirements for board minutes in Belgium — and how Govrn makes compliance effortless.

1. Are board minutes mandatory?

Yes. Article 7:104 of the CSA stipulates that the decisions of the board of directors must be recorded in minutes. These must include:

• Attendance and quorum verification,
• Resolutions adopted and voting results,
• Signatures of the meeting chair and secretary.

Why it matters:

Minutes serve as prima facie evidence in court or in shareholder disputes. Without them, decisions may be challenged, and directors could face personal liability for governance failures.

The pain point:

Board secretaries often spend 4–6 hours per meeting drafting minutes manually, increasing the risk of errors or omissions. They chase clarity, cross-reference discussions, and struggle with complex issues without proper context.

The Govrn solution:

Govrn uses AI-powered drafting to automatically generate structured minutes, ensuring completeness and consistency. Explore our AI Minute Builder.

---

🎯 Feature Spotlight: AI Minute Builder

2. Where and how must minutes be stored?

Belgian law requires that board minutes be kept at the company’s registered office in an official minute book, available for inspection by shareholders or auditors.

Why it matters:

Poor archiving practices can result in non-compliance, create disputes during due diligence (e.g. M&A), or weaken transparency.

The pain point:

Many boards still rely on scattered emails or shared drives, creating version control problems and security risks. Corporate secretaries struggle with document distribution across multiple general-purpose tools, often leading to confidential information leakage.

The Govrn solution:

Govrn offers a secure, GDPR-compliant repository, with encryption, role-based access, and audit trails. Documents remain accessible only to authorised stakeholders. Learn more about our secure document collaboration.

---

🔒 Feature Spotlight: Secure Document Repository

3. Language requirements in Belgium

Belgium’s linguistic regime applies to official company documents:

• Dutch (Flemish Region), French (Walloon Region), or German (German-speaking Community).
• Internal-only minutes may be drafted in English if all directors agree, but filings/publications must be in the official language of the registered office.

Why it matters:

Minutes filed in the wrong language risk being rejected by the clerk’s office or court registry.

The Govrn solution:

Govrn allows multilingual templates, so boards can draft minutes internally in English and then export them in the legally required language for compliance.

4. Can board minutes be signed electronically?

Yes. Belgian law, aligned with the EU eIDAS regulation, recognises electronic signatures:

• Advanced e-signatures are valid for most board minutes,
• Qualified e-signatures (QES) may be required for notarial deeds or official filings.

Why it matters:

Using the wrong type of signature can delay filings or invalidate records.

The pain point:

Boards often lose time chasing directors for “wet ink” signatures after meetings. Corporate secretaries struggle to ensure timely signing of meeting minutes and documents, creating delays in finalizing decisions and governance compliance.

The Govrn solution:

Govrn integrates with advanced and qualified e-signature providers, ensuring signatures are legally binding in Belgium and across the EU. Our platform automatically tracks pending signatures and provides clear visibility of the approval process.

---

✍️ Feature Spotlight: Integrated E-Signatures

5. Remote meetings and written resolutions

The CSA allows:

• Electronic board meetings via videoconference, provided all participants can deliberate in real time,
• Written resolutions adopted unanimously without a physical meeting.

Why it matters:

Boards must clearly document the method of decision-making (physical, electronic, or written) in the minutes.

The Govrn solution:

Govrn automatically tracks whether a resolution was adopted during a meeting, electronically, or in writing — and reflects this in the official record. Our platform provides comprehensive meeting management throughout the entire lifecycle.

---

Frequently Asked Questions

---

Strengthen your board’s compliance with Govrn

Belgian boards face real challenges: 4–6 hours per meeting drafting minutes manually, scattered document distribution across email, chasing directors for signatures, and ensuring CSA compliance. These pain points create unnecessary risks and delays.

Govrn eliminates these challenges with purpose-built tools:

• AI-powered minute drafting that cuts drafting time by 50% while ensuring CSA Article 7:104 compliance
• Secure, GDPR-compliant document repository eliminating email storms and SSO login pain
• Integrated eIDAS electronic signatures for legally binding approvals across the EU
• Multilingual templates supporting Belgium’s linguistic requirements
• Automated resolution tracking for electronic, written, and in-person decisions

By automating compliance and eliminating administrative burden, Govrn enables Belgian boards to focus on what truly matters: strategic governance and informed decision-making.

---

Ready to streamline your Belgian board governance?

👉 Discover all Govrn features and see how we help boards stay compliant and efficient.

---