First Board Meeting of Company
First Board Meeting of Company
The first board meeting of the company (private limited or public limited) is to be held within 30 days of incorporation of the company. In the first board meeting of the company, various transactions take place and the items are mentioned in the minutes of the first board meeting.
Convening the First Board Meeting
The first board meeting of a company must be held within 30 days of incorporation. The notice issued to the Directors to convene the first board meeting must mention that its the first Board Meeting of the company. A fine of Rs.25000 is applicable for every officer of the company whose duty is to give notice of the board meeting and who fails to do so. Hence, it’s important to conduct the first board meeting of the company on time.
Transactions in First Board Meeting
The following transactions must take place in the first board meeting and the agenda accompanying the notice must contain a reference to all of the following transactions:
- Election of Chairman of the particular meeting.
- Appointment of Chairman of Board of Directors.
- Noting of a certificate of incorporation of the company before the Board.
- Noting the Memorandum of Association and Articles of Association of the Company as registered.
- Noting of first Directors of the company by noting a copy of the fining of consent sent by the company’s directors.
- Adoption of the common seal of a company (Common seal is not voluntary)
- Appointment of first Auditors of the company.
- Appointment of Company Secretary, if applicable.
- Production of a copy of the notice of the situation of the registered office of the company before the Board.
- Opening of a bank account.
- Allotment of shares agreed to be taken by the subscribers to the Memorandum of Association.
- Approving the statement of preliminary expenses.
- Adoption of preliminary contracts.
- Directions to the Secretary to purchase books and registers.
- Authorisation for the Board for taking loans, if necessary.
- Authorisation for the Board for making investments, if necessary.
- Decide date, time and place of next Board Meeting of the company.
- Noting of disclosure of the interest of Directors.
- Authorisation for the printing of share certificates and issuance of share certificates.
- Any other matter that is pertinent to the company.
The notice of Board Meeting refers to a document that is sent to all directors of the company. The Notice of Board Meeting and the Agenda of Board Meeting to be prepared and issued to every director at their registered address at least 7 days before the date of Meeting. Some particulars of agendas are constant and some may vary according to the requirement of corporate.
Particulars for Conducting a Valid Board Meeting
The meeting of the Board of Directors is to be conducted to consider certain business and provide all necessary authorities in order to commence the business of the company. The following are the particulars for conducting a board meeting:
- Authority to call a meeting
- Time, place and serial number of meeting
- Items of business to be transacted only at a board meeting
- Items of business not to be transacted through electronic mode
- Participation of director in the meeting and mode of participation in the meeting
- First board meeting and subsequent meetings of OPC/ small company/ dormant company
- Notice and agenda
- Mode of serving notice and agenda
- Minimum notice (agenda) period and shorter notice
- Contents of notice
- Notes on items of agenda
- The quorum of Board Meeting
- Number of directors, if falls under quorum
- Recording attendance
- Attendance register
- Casting votes
- One person company
- Authority for recording minutes
The provisions of section 173 and secretarial standard-1 are to be observed before passing the resolution. The below following are the provisions under the Companies Act, 2013 for conducting a board meeting:
- The First Meeting of Board of Directors to be conducted within 30 days from the date of Incorporation of the company.
- The meeting may be conducted at any time that is fixed by the Board and the place of the meeting would be at registered offices or any other place in or outside India.
- The company has to to make the necessary arrangements to avoid failure of video or audiovisual Connection.
- One Person Company, Small and Dormant company:
- At least 1 meeting of Board of directors in each half of the calendar year
- Minimum Gap between two meetings at least 90 days.
- Other than the Companies that are mentioned above:
- Minimum number of 4 meetings of Board of Director in a calendar year
- Maximum Gap between 2 meetings must not be more the 120 days.
- Metting Conducted in Electronic Mode: The participation of Directors in Board Meetings through video conferencing or by other audiovisual means shall also be counted for the purposes of quorum.
- Recording Attendance:
- The meeting conducted in the physical mode where every director present at the meeting shall sign and kept for the purpose.
- The meeting conducted in the electronic mode where the statutory registers which are required to be signed and shall be deemed to be signed b the directors who have participated in the meeting through electronic mode.
- Quorum: 1/3 rd of the total strength of the board or 2 Directors, whichever is higher is subjected to the articles of association and subject to the conditions that the quorum must be present throughout the meeting.
- The directors participating through the electronic mode in a meeting shall be counted for the purpose of Quorum unless they are to be rejected for any items of business under the provisions of the Act or any other law.
- Restricted items of business cannot be held through video conferencing or other audiovisual means. Only the items of business that are specified under section 179 are to be transacted at the board meeting.
- In case of an OPC, where the company is having only one director, all the businesses transacted at the meeting of the board would be entered into minutes book maintained under section 118. These minutes book shall be signed and dated by the director. The resolution shall become effective from the date of signing such minutes by the director.
- The company has to record proceedings and prepare the minutes of the meeting as prescribed. The minutes must be kept within 30 days of the conclusion of every such meeting kept for the purpose with the pages that are consecutively numbered.