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Having minutes drawn up by a specialized SME lawyer typically costs between 150 and 500 euros per report, depending on the importance of the decisions and the complexity of the meeting. Minutes are not an independent legal document, but they record the decisions taken and serve as evidence. They are legally required for the general meeting of a BV (private limited company) (Article 2:230, paragraph 4 of the Dutch Civil Code). Having them drawn up is particularly worthwhile for weighty or sensitive decisions.
The short answer
- Costs: 150 to 500 euros per report for custom work.
- Lead time: usually a few working days after the meeting.
- What you get: watertight minutes with sharply formulated decisions.
- When useful: in the event of an amendment to the articles of association, a dividend, a change of management, or divided shareholders.
- Alternative: for routine meetings, a good model often suffices.
When is it worthwhile to have minutes drawn up?
For a regular meeting, you can easily draft the minutes yourself using a template. Having them drawn up professionally is worthwhile as soon as the decisions carry legal weight or the relationships are sensitive. A legal expert ensures that the decision is formulated unambiguously, that the voting ratio is correct, and that the minutes comply with the law and the articles of association. This is important, because the minutes later serve as proof of what was decided. In the case of a dividend distribution, an amendment to the articles of association, or the appointment and dismissal of directors (Articles 2:242 to 2:244 of the Dutch Civil Code), third parties such as the bank, the notary, or the Tax Authorities review the process.
Professional assistance is also advisable in the case of divided shareholders. If parties disagree, a sloppy report can make a decision contestable later on. A neutral and sharply drafted report prevents such disputes.
What the process entails
- Preparation: review the agenda and decisions to be made in advance.
- Recording: during or immediately after the meeting, based on notes.
- Drafting: the lawyer formulates the decisions and the discussion.
- Review round: the chairperson reads along and corrects where necessary.
- Adoption: signature by the Chairman and the minute-taker.
In the case of decision-making outside of a meeting (Article 2:238 of the Dutch Civil Code), the legal expert handles the written recording of what was decided unanimously. This ensures that the decision taken remains demonstrable, even without a physical meeting.
What determines the price?
- Weight of the decisions: an amendment to the articles of association requires more precision than routine consultation.
- Number of agenda items: more decisions mean more work.
- Attendance at the meeting: taking notes costs more than writing them up afterwards.
- Divided relations: in case of disagreement, the neutral wording carries more weight.
- Recurring agreement: a one-year contract for all meetings is often more cost-effective.
For a single, clear report, you are at the lower end of the range. For a substantial AGM with sensitive decisions and multiple parties, you are closer to the upper end.
Practical example
An SME from Nijmegen with four shareholders wants to amend the articles of association and simultaneously appoint a new director. Because relations are strained, the company has the minutes drafted by a lawyer. The lawyer records both decisions verbatim, including the voting ratio, and incorporates the justification for the appointment. The lawyer charges 350 euros. When a shareholder later asked questions about the course of events, the signed report provided immediate clarification.
Do it yourself or have it drafted?
Weigh this against the importance of the decisions. For recurring consultations without major consequences, you can do it yourself, with a good template and attention to the wording of the decision. Have the drafting done by a professional for weighty decisions, sensitive relationships, or situations where third parties rely on the minutes. The cost of a comprehensive report pales in comparison to the consequences of a contested decision.
Honest recommendation
For ordinary, recurring meetings, you do not need a lawyer. A good template with the standard components and clearly formulated resolutions will suffice. However, do have minutes drawn up for an amendment to the articles of association, a dividend distribution, a change of board, or a resolution on which shareholders are divided. In such cases, the exact wording matters, because the minutes later serve as proof of what was decided. A neutral, conclusive report prevents discussion during an audit or a dispute and is a small investment relative to its importance.
For more information, view the page on minutes, and read on via what are minutes and drafting minutes.
Frequently Asked Questions
With an SME lawyer, the cost is typically 150 to 500 euros per report. The price depends on the importance of the decisions, the number of agenda items, and whether the lawyer is also present at the meeting.
Usually within a few working days after the meeting. After drafting, a review round by the chairperson follows, after which adoption and signing take place.
In the case of weighty or sensitive decisions: an amendment to the articles of association, a dividend distribution, a change of management, or divided shareholders. In such cases, the exact wording counts, because the minutes will later serve as evidence.
Conclusive minutes with clearly formulated resolutions, the correct voting ratio, and compliance with the law and the articles of association, ready for adoption and signing by the chairperson and minute-taker.
Yes. In the case of decision-making outside of a meeting (Article 2:238 of the Dutch Civil Code), the legal expert ensures the written recording of what was decided unanimously, so that it is demonstrable which decision was taken, even without a physical meeting.
Often, yes. Those who hold regular meetings can make a recurring arrangement for all minutes. This is usually more cost-effective than separate reports and ensures consistent quality.
For recurring consultations without major consequences, this works perfectly fine, provided you formulate the decisions clearly and include the standard components. For weighty decisions, professional assistance outweighs the risk of a contestable report.
