Nowadays, a lot many companies are getting incorporated quite successfully with different objectives in the form of public, private, or any other thing as per the provisions of the Companies Act, 2013. After the incorporation of the company, certain compliances have to be done by the company like conducting the very first Board Meeting within a time frame of 30 days, and along with it, there are many such general agenda items for the first board meeting of company post-incorporation.
The first board meeting has to be held within 30 days of incorporation. The notice issued to the director must specifically mention that it is the first Board Meeting of the company. Every officer has to give this particular notice of the board meeting and if any office fails to do so then he/she will be fined with a penalty of Rs. 25,000. Thus, it is important to conduct the first Board Meeting on time.
General Agendas for First Boarding Meeting of Company Post Incorporation
According to Section 173(1) of the Companies Act, 2013, every company shall conduct the first meeting of the Board of Directors within 30 days from the date of its incorporation. Every company has to follow Secretarial Standard-1 along with the provisions of the Companies Act, 2013 for conducting Board Meetings. Following are the transactions that should take place for the first Board Meeting of the company post-incorporation:-
Election of the Chairman of that particular meeting.
Appointment of Chairman of Board of Directors.
Noting of certificate of incorporation of the company.
Noting of first Directors of the company through consent sent by the company’s directors.
Adopting the common seal of the company.
Appointing the first Auditors of the company.
Appointing Company Secretary, if needed.
Producing a copy of the notice of the registered office of the company.
Opening a bank account.
Allotment of shares agreed to be taken by the subscribers to the MOA.
Approving the statement of preliminary expenses.
Adoption of preliminary contracts.
Purchase of books and registers by the Directors to the Secretary.
Authorization for Board for taking loans, if required.
Authorization for Board for making investments, if required.
Decision regarding the date, time, and place for the next Board Meeting of the Company.
Note of disclosure of the interests of Directors.
Authorization for the printing of share certificates and issuance of share certificates.
Any other necessities about the company.
Details regarding Notice Period
The notice of the Board Meeting is a document that is circulated among all the Directors of the company. The notice of the Board Meeting, as well as the Agenda of the Board Meeting, has to be prepared and issued to every director at their registered address at least 7 days from the date of the meeting. Some agendas might remain constant while some may vary according to the need of the corporate.
Some criteria for conducting a valid Board Meeting
The meeting of the Board of Directors is conducted to consider certain business and provide all necessary authorities to run the business of the company smoothly. Following are some criteria for conducting a board meeting:-
Authority to call for a meeting.
Time, place, and the serial number of the meeting.
Items of business to be discussed or transacted only at a board meeting.
Items of business cannot be transacted through electronic mode.
Director’s participation in the meeting and mode of participation.
First board meeting and subsequent meetings of a small company or dormant company.
Certain provisions that should be followed for the first Board Meeting of the Company
Some of the provisions that should be followed for the first Board Meeting of the company are as follows:-
The First Board Meeting has to be conducted within 30 days from the date of incorporation of the company.
The meeting may be conducted at any time decided by the Board and the place of meeting would be the registered office or any other place inside or outside India.
The company has to make necessary arrangements to avoid the failure of video or audio connection during the meeting.
One person company, a small company or a dormant company should conduct at least one meeting of the Board of Directors in each half of the year and the minimum gap between the two meetings should be 90 days.
All other companies should have 4 meetings of the Board of Directors in a year and the maximum gap between the two meetings should not be more than 120 days.
If the Directors participate in the Board of Meetings through video conference or audiovisual means, then it should also be counted for quorum.
The Directors who would participate via electronic mode in the meeting shall be counted for Quorum unless they are rejected under the provisions of the Act or any other law.
The items that are restricted cannot be held through video conference or any other audiovisual means. The items of business that are specified under section 179 can only be shown at the board meeting.
The company has to record proceedings and prepare minutes of the meetings as prescribed in the provision.
That is all regarding the general agenda items for the first Board Meeting of the company post-incorporation. These are certain agendas, criteria, and provisions that should be followed strictly for the company to run without any hindrance or issues.
Neelansh Gupta is a dedicated Lawyer and professional having flair for reading & writing to keep himself updated with the latest economical developments. In a short span of 2 years as a professional he has worked on projects related to Drafting, IPR & Corporate laws which have given him diversity in work and a chance to blend his subject knowledge with its real time implementation, thus enhancing his skills.
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