Properly conducting Board of Directors and Supervisory Board meetings is not just a formality; it is a guarantee of the legitimacy of decisions. Procedural violations, such as lack of quorum, violation of notice periods, or incorrect minute-keeping, threaten the legal validity of decisions made. This is particularly critical during disputes when an interested party can challenge and void strategic decisions solely due to procedural flaws. In Georgia, the "Law on Entrepreneurs" and the company's charter establish strict regulations on meeting procedures. Corporate secretaries and lawyers represented on the Legal.ge platform ensure that your board meetings are conducted in full compliance with the law, are effective, and properly documented.
What Does Board Meeting Procedures Service Cover?
This service covers the full cycle of a board meeting — from planning to decision execution. Specialists on Legal.ge offer:
- Meeting Preparation: Drafting the agenda, sending invitations within the timeframes established by law/charter, and providing necessary materials to board members for informed decision-making.
- Quorum and Conflict of Interest Management: Checking quorum before the meeting starts and identifying members who are ineligible to vote on specific issues due to conflicts of interest.
- Minute Keeping: Detailed and legally accurate reflection of the meeting proceedings, dissenting opinions, and voting results in the minutes.
- Organizing Remote Meetings: Procedural support for conducting meetings via electronic communication means, as provided by modern legislation.
- Registration of Decisions: If necessary, submitting and registering adopted decisions with the Public Registry.
Real-World Scenarios When You Need This Service
Procedural support is essential in critical moments such as:
- Appointment or Dismissal of a Director: Management changes often become subjects of dispute. If the board meeting that fired the director is procedurally flawed, the dismissal can be voided by a court.
- Approval of Major Transactions: When the board approves taking a loan or alienating property, banks and counterparties require flawless minutes confirming authority.
- Conflict Situations: When there is a difference of opinion among board members, correctly recording a "dissenting opinion" in the minutes protects the member from future personal liability.
- International Members: When board members are located in different countries, coordinating remote voting and electronic signatures requires a professional approach.
Georgian Legal Framework and Regulations
Meeting procedures are regulated by the Law of Georgia on Entrepreneurs. The law defines notice rules, quorum requirements (which may be increased by the charter), and mandatory requisites for minutes. Under new legislation, rules for recusing a person with a conflict of interest from voting are strictly outlined. Also important is the company's Charter, which may establish specific procedures different from the law (e.g., different majority quorums). A professional ensures that the meeting complies with both the law and the company's internal regulations.
Service Process
Managing meeting procedures on Legal.ge is simple and effective:
- Planning: Several days/weeks before the meeting, the lawyer prepares the agenda and agrees on it with the chairperson.
- Notification: Notification and materials are sent to all members in accordance with the law.
- Conducting the Meeting: The corporate secretary/lawyer attends the meeting, records attendance, and takes notes.
- Drafting Minutes: Minutes are prepared shortly after the meeting and sent to members for signing.
- Archiving: The minutes are stored in the company's Corporate Minute Book.
Why Choose Legal.ge?
Professional administration of board meetings reduces legal risks and increases management efficiency. Specialists on Legal.ge are detail-oriented and well-versed in the nuances of corporate law. With our help, your board's decisions will be solid, transparent, and protected against any legal challenge.
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