# Board Meeting, Resolutions & Minutes

> A company must hold its first board meeting within 30 days of incorporation and at least four board meetings a year, with no more than 120 days between two meetings (OPCs, small companies and dormant companies need only one meeting in each half-year, at least 90 days apart). Notice must be given at least 7 days in advance, and minutes must be prepared and signed within 30 days.

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

Board meetings are where most corporate decisions are formally taken — approving accounts, allotting shares, borrowing, appointing directors and auditors. A decision that should have been taken by the board but wasn't properly recorded can be challenged later, so notices, quorum, voting and minutes matter.

Some matters can be passed by circular resolution without a meeting (Section 175), but certain powers under Section 179(3) — such as approving financial statements and the board's report — must be exercised at a meeting. Meetings can be held by video conference following the prescribed procedure.

We prepare the notice and agenda, draft resolutions, attend or support the meeting, prepare minutes in the SS-1 format, and file any resolution that must go to the ROC in MGT-14.

## Key facts

| Item | Detail |
| --- | --- |
| First meeting | Within 30 days of incorporation (Section 173(1)) |
| Minimum meetings | Four a year, gap ≤ 120 days; OPC/small/dormant: one per half-year, gap ≥ 90 days |
| Notice | At least 7 days (shorter notice for urgent business with conditions) |
| Quorum | One-third of total directors or two, whichever is higher (Section 174) |
| Minutes | Prepared and signed within 30 days (Section 118, SS-1) |

## Who needs this

- Every company with a board of directors
- Startups approving share allotments, ESOP grants or borrowings
- Companies that need resolutions for banks, investors or government departments

## What's included

- Annual board meeting calendar
- Notices, agendas and notes to agenda
- Board and circular resolutions
- Minutes in SS-1 format and minute book maintenance
- Certified true copies of resolutions
- MGT-14 filing where required

## Documents

- Matters to be taken up and supporting papers
- List of directors and their contact details
- Previous minutes (for continuity)
- Financial statements (for the accounts-approval meeting)

## Process

1. **Calendar** — Meeting dates planned around accounts, AGM and filings.
2. **Notice and agenda** — Sent at least 7 days before with drafts of resolutions.
3. **Meeting** — Quorum, interests and votes recorded.
4. **Minutes and filings** — Minutes signed within 30 days; MGT-14 filed if needed.

## Also covers

- **Board resolutions** — Drafting resolutions for banks, allotments, borrowings and approvals.
- **Minutes preparation** — Minutes of board and committee meetings in the SS-1 format.

## FAQs

### How many board meetings are required in a year?

At least four, with no more than 120 days between two consecutive meetings. One-person companies, small companies and dormant companies need at least one meeting in each half of the year, with at least 90 days between them.

### Can a board resolution be passed without a meeting?

Yes, by circular resolution under Section 175, except for matters the Act requires to be decided at a meeting, such as approving the financial statements and board's report.

### Can board meetings be held online?

Yes. Directors can participate by video conferencing following the prescribed procedure, and the meeting counts towards the minimum number.

### Do board resolutions need to be filed with the ROC?

Certain resolutions under Section 179(3) must be filed in MGT-14 by public companies; private companies are exempt from filing those board resolutions but must file special resolutions passed by shareholders.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114
- ICSI Secretarial Standards: https://www.icsi.edu/

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This is general information, not advice for your specific facts.