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First Board Meeting after Incorporation under Companies Act

Relevant Provisions

• Section 173(1) of the Companies Act, 2013
• Clause 2.1 of  SS-1 (Secretarial Standard-1 on Meetings of the Board of Directors)

First Board Meeting - Time Limit

• Every company is required to hold the 1st meeting of its board of directors within 30 days from the date of incorporation of the company.

• Date of incorporation is the date on which the Registrar of Companies (RoC) approves the registration of a new company and issues a certificate of incorporation to it.

Second and Subsequent Board Meetings

• After the 1st board meeting, the 2nd board meeting should be held within 120 days from the date of 1st board meeting.

• Every company is required to hold at least 4 board meetings in a calendar year (Jan to Dec).

• The gap between two board meetings shall not be more than 120 days.

• In case of One Person Company (OPC), small company & dormant company - at least 1 board meeting in each half of a calendar year shall be held and the gap between the 2 board meetings shall not be less than 90 days.

• An OPC having only 1 director does not have to hold any board meetings.

Items of Business dealt at 1st Board Meeting

Refer Annexure ‘B’ of Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) as issued by ICSI for an illustrative list of items of business that should be dealt at the first board meeting and hence to be included in the agenda for the meeting.

i) Appointment of Chairman of the board meeting(s);
ii) Appointment of Chairman of the board;
iii) To take note of Certificate of Incorporation;
iv) To take note of memorandum and articles;
v) To take note of the situation of the registered office;
vi) To ratify the pre-incorporation documents and agreements;
vii) To ratify the preliminary expenses;
viii) To take note of the first directors / appoint first directors;
ix) To consider the appointment of additional director(s);
x) To consider the appointment of key managerial personnel;
xi) To take note of the notices of disclosure of interest by the directors;
xii) To adopt the Common Seal;
xiii) To authorise printing of share certificates;
xiv) To authorise the issue of share certificates to the subscribers to the memorandum and articles;
xv) To approve opening of bank accounts and to authorise the signatories.

Note: Apart from these items of business, there can be included to the agenda of the board meeting any other items of business as the board of directors deems fit to be taken up at the meeting.