ArticlesMinutes of the Board of Directors

February 14, 2023by Stavros Koumentakis

In our previous article , we dealt with issues related to the conditions for valid decision-making by the Board of Directors. At the present article we will look into their recording in the minutes.


Minutes of Board Meetings & Decisions

Book of Minutes

As provided by law, the discussions and decisions of the Board of Directors are summarized in a special book, which can also be kept electronically (art. 93 §1 a’). This is the board’s minutes book. It also contains the list of members who attended (or were represented) at each meeting of the Board of Directors (art. 93 §1 paragraph d). This particular book constitutes a special commercial book, which is mandatorily kept at the headquarters of the SA – just like the books of shareholders and minutes of the General Assembly.

The book in question is, at the same time, among the additional books or records, which entities, such as SAs, are required to keep, based on the legislation on Greek accounting standards (law 4308/2014).

Adherence to the Board of Directors minutes book aims at the best possible organization of the company. Also, in the transparency of corporate affairs.

A corresponding book of minutes is also kept regarding the decisions of the General Assembly (art. 134). In fact, the law provides the possibility of uniform observance of both the minutes books of the Board of Directors and of the General Assembly. However, this possibility concerns, exclusively, SAs whose shares are not listed on a regulated market (art. 93 §4).

Compliance & Content Liability

The responsibility for keeping the board minutes book is borne by the  .

This book records, in summary, the (possible) discussion of the members of the Board of Directors, the voting on the agenda items as well as (especially) the decisions taken on them.

The chairman of the Board of Directors is not obliged, in principle, to record in the minutes the distinct, individual opinion of each member of the Board of Directors. They are obliged to register a summary of it, if requested (art. 93 §1 sub. b). Such a registration will, however, take on special significance in some special cases. When, e.g., questions are raised regarding the liability of the members of the Board of Directors (art. 102 et seq.).

The chairman of the Board of Directors is entitled, however, to refuse the (otherwise mandatory) registration of the opinion of the member of the Board of Directors who requested it (art. 93 §1 paragraph c). This can happen when—beyond all doubt— (a) the opinion expressed refers to matters clearly outside the agenda, or (b) its content is clearly contrary to accepted principles of morality or the law. Such a case also exists when the member of the Board of Directors attempts to disclose, without sufficient justification, business secrets of the company (see Memorandum to law 4548/2018 on art. 93).

Signing of Minutes

Under the previous law (as it applied after the amendment of Law 3604/2007), the minutes were signed by the chairman of the Board of Directors (or another person designated by the articles of association). There is now an obligation by law (corresponding to the one existing before Law 3604/2007) for the signing of the minutes by all the members of the Board of Directors who attended the meeting (art. 93 §2 paragraph a).

Any refusal to sign by a member of the Board of Directors is noted in the minutes, which are signed by the other directors (art. 93 §2 section b). Failure, therefore, to sign does not invalidate the relevant decision (6884/1995 Multimember Court of First Instance of Athens).

Issuance of Copies of Minutes

Copies of the minutes are issued, officially, by the chairman of the Board of Directors or “another person” to be appointed. The “other person” is defined by the statute or decision of the Board of Directors and can even be a third party who is not a member of the Board of Directors. Possibly, in fact, more than one person who will act on their own or not (art. 93 §2 ed. c΄).

Obligation to validate the above copies (e.g. certification of the original signature of the president or by a competent Authority or a lawyer), in principle, does not exist.

Ratification, however, will be required, since it is a decision of the Board of Directors to grant a power of attorney (art. 216 et seq. of the Civil Code, when required by law). In this context and the (special) decision of the Board of Directors that authorizes the submission of a criminal record, in which case it is considered necessary according to jurisprudence to have the signature of the representative members of the Board of Directors certified by a lawyer.

Submission of Proceedings to the Business Registry

The law requires submission to the competent service of Business Registry of the copies of the minutes of the Board of Directors, for which there is an obligation to register (according to art. 12 or other provisions). The submission must take place within 20 days of the corresponding meeting of the Board of Directors (art. 93 §3).

The rules for publicity in the Business Registry, regarding SAs, are found, in general, in articles 12-14 of Law 4548/2018, in combination (and) with the provisions of Law 4919/2022. The publicity in the Business Registry is, however, of a declarative (and not a constitutive) nature.

The following must, among other things, be published in the company’s section of the Business Registry: (a) the minutes of the formation of the Board of Directors in a body and (b) the minutes of any “reorganization” thereof. Also, (c) the minutes of the decision of the Board of Directors for the appointment of a substitute body (1204/2000 Supreme Court) – reasonable, after all, given that the Board grants, in this case, “organic” authority. The SA, on the contrary, is not obliged to a corresponding registration, in case the Board of Directors, by its decision, grants a simple power of representation (according to the CC).

Legal Consequences of (Non/Faulty) Keeping of the Minutes

Evidential Value

The keeping of the book of minutes is of evidentiary value only. The evidentiary value in question is equivalent to that of other commercial books (art. 444 §1, 448 of the Civil Code): they are full proof of what is written in them. However, counter-evidence is allowed (448 Code of Civil Procedure, 6884/1995 Multimember Court of First Instance of Athens). In addition, it is possible for them to constitute complete proof in favor of the one who observes them, under the conditions of the law (art. 445 Code of Civil Procedure).

Non/Defective Keeping of the Minutes

The substance and validity of the decisions of the Board of Directors do not at all depend on the preparation or not of the relevant minutes. Much more, it is not affected by any faulty keeping of them.

Consequently, any omissions or defects regarding the observance of the protocol do not lead to the invalidity of the corresponding decision of the Board of Directors. The decision in question, on the contrary, produces results from the moment of its adoption (286/1980 Supreme Court, NOMOS Legal Database).

Burden of proof

The SA bears the burden of proof that the decisions of the Board of Directors took place on the date and time indicated in the minutes book (93 §2 ed. d). The relevant provision aims to prevent the (not rare in practice) alteration (especially pre-dating or post-dating) of the records. A similar provision also exists for PCCs (art. 66 of law 4072/2012) – (see Memorandum of law 4548/2018 on art. 93).


Minutes By Simple Signatures

Concept – Purpose

Law 4548/2018 preserved the -already protected (under art. 21 §5 of law 2190/1920)- possibility of taking decisions by the Board of Directors with minutes signed by all its members, without holding a meeting (art. 94). To be precise: this possibility was strengthened (see Memorandum of law 4548/2018 on article 94).

The decision-making process is facilitated, modernized and adapted to the needs and rhythms of the time. After all, the times when the meeting of the members of the Board of Directors (even via video call) turns out to be, in fact, particularly difficult.

In terms of consequences and results, the endorsement of the minutes of the Board of Directors by simple signatures is, by law, fully assimilated to a decision taken in the context of a meeting (according to art. 91). These are, therefore, two mutually exclusive but entirely equivalent ways of making decisions by the management of the SA (art. 94 § 1 ed. a’).

It is noted, moreover, that all SAs (registered or not) can make use of the relevant discretion. In contrast to the possibility of taking a decision by circulation by the General Assembly, which is offered only to non-listed SAs (art. 136).

Conditions – Decision Making Process

No Statutory Provision Obligation

In contrast to decision-making by teleconference, decision-making by signature, by circulation, of the minutes of the Board of Directors is provided by law; it does not require a statutory provision (8064/2017 Multimember Court of Fist Instance of Thessaloniki, NOMOS Legal Database). The proposal to use it belongs to the discretion of each member. Usually: the president will make it.

Lack of a Meeting

A conceptual feature of decision-making in the above manner is the non-convening of a meeting of the members of the Board of Directors. On the contrary, any decision is taken by signing the minutes by all members. The recording (and taking), in particular, of the relevant decision by the minutes passing and being signed by each member one by one is simple – and yet necessary.

Signing of Minutes

The members of the Board of Directors (and/or their representatives) successively sign the minutes one by one. Where each of them is, is of no concern. The signing of the minutes by all, without exception, the members serves a dual purpose:

(a) A necessary condition for taking a decision is fulfilled (art. 94 §1 paragraph c): any non-signature on the part of even one advisor renders the relevant decision non-existent, which in turn does not bring about legal consequences (549/2016 Court of Appea of Thessaloniki, NOMOS Legal Database).

(b) At the same time, the vote of the members (or even their abstention from voting) on the respective issue is declared. The decision, therefore, although it must be signed by everyone, it is possible that it will not be taken unanimously and voted for. For this reason, after all, the law speaks of recording in the minutes the majority decision of the members of the Board of Directors (art. 94 § 1 ed. b’). The decision is, to be precise, some pre-formulated (in terms of its content) minutes. The latter is, usually, the result of some earlier -informal- agreements between the members of the Board of Directors of the SA.

Entry in the Book of Board Minutes

Obligation to comply with formalities of invitation and notification of agenda items is not understood in making a decision by simple signatures. However, the relevant minutes are registered in the aforementioned special book of minutes of the meetings and decisions of the Board of Directors (art. 94 §3).

Use of E- mail or Other Electronic Media

As expressly provided, the signature of the advisors (or their representatives) may be replaced by electronic means. For example, by sending e-mails. However, a relevant statutory provision is required (art. 94 §2).


The minutes of the Board of Directors record the decisions and, possibly, the related discussions between the members of the Board of Directors. And, although decisions are valid from the moment they are made, the importance and value of practices is easily perceived. Serious matters, such as the legalization of the SA for important transactions, for the submission of crimes for important criminal proceedings arise from the observance of the necessary formalities. Issues of responsibility of the members of the Board of Directors as well as the opinions they expressed will arise from the minutes- either exculpatory or aggravating. The drafting, therefore, of the minutes cannot (and should not) be treated as a “standard” procedure – especially when conflicting interests are represented on the Board of Directors or different “factions” are represented in the shareholder structure. From the minutes, finally, the possibly defective decisions of the Board of Directors will also emerge. But more on that on our next article.-

Stavros Koumentakis
Managing Partner


P.S. A brief version of this article has been published in MAKEDONIA Newspaper (February 12th, 2022).

Disclaimer: the information provided in this article is not (and is not intended to) constitute legal advice. Legal advice can only be offered by a competent attorney and after the latter takes into consideration all the relevant to your case data that you will provide them with. See here for more details.

Stavros Koumentakis
Nikis Avenue & 1, Morgenthau st., 54622 Thessaloniki
(+30) 2310 27 80 84

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