Meeting minutes and founders' resolution translation

The minutes of the partners' meeting and the founders' (or sole partner's) resolution are the documents by which a company records its will: it appoints or dismisses a director, increases capital, opens a branch abroad, approves a major transaction or decides on a reorganisation. A foreign bank, registry and partner ask for this document precisely to make sure that the specific action was approved by the company's authorised body. Our bureau in Tbilisi translates meeting minutes and resolutions with legal terminology preserved, notarizes them and arranges the apostille procedure.

The difference between minutes and a resolution

Minutes of the partners' meeting are drawn up when the company has several partners: they record the date and place of the meeting, the partners present and their shares, the quorum, the agenda, the voting results and the decisions taken. A founders' resolution or a sole partner's resolution is a shorter document that requires no meeting and records the approval of one or several specific matters. In a joint-stock company this function is performed by the minutes of the general meeting of shareholders and the supervisory board's resolution. From the translation point of view all three documents require the same approach: exact legal terminology, an unchanged structure and full consistency of the signatories' names with the other corporate documents.

When meeting minutes need a translation

• Appointing or replacing a director. A foreign bank and registry ask for the resolution appointing the new director, to confirm their signing authority.
• Founding a branch or subsidiary abroad. The foreign registry asks for the founding company's resolution on founding the subsidiary, its capital and its manager.
• Opening an account at a foreign bank. The bank's compliance department often asks for a resolution on opening the account and on the persons authorised to operate it.
• Capital increase and share transfer. The investor and their lawyers check that the transaction was approved by the partners' meeting with the proper majority.
• Approving a major transaction. A foreign counterparty asks for a confirming resolution before signing a contract, if the charter requires it.
• Registering a foreign company in Georgia. The Public Registry needs a Georgian translation of the foreign founder's resolution on founding the branch or subsidiary.

What matters when translating minutes

Legal terminology

"Partners' meeting", "quorum", "majority of votes", "agenda", "chair of the meeting", "secretary", "unanimously" and "abstained" are terms with established equivalents in the target language. In English this document is the Minutes of the General Meeting or a Shareholders' Resolution, a sole partner's resolution is a Sole Member Resolution or Written Resolution, in German a Gesellschafterbeschluss, in Russian a Protokol obshchego sobraniya or Reshenie edinstvennogo uchastnika. Our translators use precisely the wording accepted in the target jurisdiction, so that the document reads naturally to a foreign lawyer.

Names, shares and dates

The signatories' names are written exactly as in their passports and in the register extract. Share percentages, capital amounts and currency stay unchanged, while the decimal separator is adapted to the standard of the target language. The date of the meeting, the number of the minutes and the date the resolution enters into force are identical to the original, in the format of the target country, so that 05.03 is not read as 5 March where the month comes first.

Seals, signatures and notarial entries

The seals, signatures and notarial certification entries on the minutes are described in square brackets in the translation. If the signatures on the minutes have already been notarized, that entry is translated in full too, because it is what proves the document's authenticity to a foreign authority.

Notarization and apostille

Meeting minutes and a founders' resolution are private documents, so an apostille is not placed on them directly. For submission abroad the scheme is this: the partners sign the document before a notary, or the notary prepares a certified copy; the Ministry of Justice places the apostille on that notarial act; then the document is translated together with the apostille and the translation is notarized. Some countries, Italy and Spain for example, require an apostille on the notarized translation itself, and for countries that are not party to the Hague Convention consular legalization is needed. If the document is prepared only for a bank or a partner, a notarized translation without an apostille is often enough, which we confirm in advance.

A bilingual resolution: when the translation is planned in advance

If the company knows the resolution will be needed abroad, the most effective route is to draw it up bilingually from the outset, in two parallel columns. The partners sign both versions at the same time, the notary certifies one document and no separate translation is needed. We prepare bilingual templates for the typical resolutions on appointing a director, opening an account and founding a subsidiary, and adapt them to your specific situation together with your lawyer.

Translating a foreign company's resolution into Georgian

When registering a branch in Georgia, appointing a director or contributing capital to a Georgian subsidiary, a foreign company submits the founder's resolution to the Public Registry with a Georgian translation. We translate British Board Resolutions and Written Resolutions, American Corporate Resolutions, the German Gesellschafterbeschluss, Turkish and Russian-language minutes. A foreign document must receive the apostille in the issuing country itself; in Georgia it is translated and notarized.

Turnaround

The translation of a one-page resolution with notarization is ready within one working day; multi-page minutes with attachments take 1-2 days. Translate the minutes, the charter, the extract and the power of attorney together, so that the names and terms are identical in every document and certification is settled in one visit.

Frequently asked questions