“Wait a minute before taking minutes in English”: mandatory language-requirements.April 23, 2021
It is the season of general meetings approving annual accounts. Belgium has an open economy. Whether it is a multinational corporation, SME or even a start-up, sooner or later, they often have a non-Belgian speaking director in its Board room. The working language at such meetings is very often English. Can the minutes of Board meetings be drafted in English?
The former Belgian Company Code did not specify an obligation to take minutes during Board meetings. For the general meetings of shareholders, the obligation to take minutes already applied. It was argued and accepted that Board minutes were not subject to the decrees governing the use of one of the official languages in acts and documents prescribed by law. Only the resolutions and reports which needed to be filed with the Enterprise court and which are to be published in the annexes to the Belgian State Gazette, needed to be in the official language of Belgium applicable in territory of the offices of the company.
The Belgian Code on Companies and Associations (the “BCCA”) specifically provides for an obligation for the Board meetings to be reflected in minutes. Hence, the official language rules apply. Non-compliance with this obligation may result in the nullity of the relevant minutes, but not necessarily of the resolutions which have been passed.