The municipal code of Bavaria says: Die Verhandlungen des Gemeinderats sind niederzuschreiben. The proceedings of the council must be written down. The minutes show the resolutions and the result of each vote. Every member may ask for the minutes to record how he or she voted. The chair and the secretary sign the minutes, and the council must approve them. Citizens may read the minutes of public sessions. On 13 May 2026, the council of Niederalteich in Lower Bavaria met. The first item on its agenda was Genehmigung der Sitzungsniederschrift vom 16.04.2026, approval of the minutes of 16 April 2026.
The Exact Wording
Every meeting of a German works council must be minuted. The Works Constitution Act sets the minimum. The minutes contain den Wortlaut der Beschlüsse und die Stimmenmehrheit, mit der sie gefasst sind, the exact wording of the resolutions and the majority by which each was passed. The chair and one other member sign them. An attendance list is attached, and every participant present must sign it by hand. A member who joins by video confirms in writing.
No Record, No Resolution
Every resolution of the shareholders’ meeting of a German stock corporation must be recorded in minutes taken by a notary. Unlisted companies may instead use minutes signed by the chair of the supervisory board, unless a resolution needs a majority of three quarters or more. The minutes give the place and the date, the type and result of each vote, and the chair’s finding that the resolution passed. A resolution that is not recorded in this way is void. The vote took place, but in law it has no effect.
The supervisory board must also keep minutes of every meeting, with the agenda items, the essential content of the discussion and the resolutions. Here the law is milder. A breach macht einen Beschluß nicht unwirksam, does not make a resolution invalid.
The Minutes Become the Contract
In German law, silence is in principle not consent. Business has an exception, the kaufmännisches Bestätigungsschreiben, the commercial letter of confirmation. After negotiations, one side writes down what was agreed and sends it. If the other side does not object without delay, the contract stands as the letter describes it. The letter does not need to carry that name. Auch ein „Besprechungsprotokoll” wirkt wie ein kaufmännisches Bestätigungsschreiben. The minutes of a meeting have the same effect. The objection must come quickly. In 2023 the Higher Regional Court of Bamberg held that such a letter must be answered within a day or two. In 2024 the Federal Court of Justice refused leave to appeal, so the ruling became final.