Company law and LLP · Directors, meetings and changes
How many board meetings must a company hold, and when must the AGM be held?
Short answer
A company holds its first board meeting within 30 days of incorporation and at least four a year after that, with no more than 120 days between two meetings. Small companies, OPCs, dormant companies and Section 8 companies need only one in each half of the calendar year, at least 90 days apart. The AGM is held within six months of the year end, usually by 30 September, and the first AGM within nine months of the first year end. OPCs do not hold AGMs.
Board meetings (section 173)
| Company | Minimum meetings |
|---|---|
| Most companies | Four a year, with a gap of not more than 120 days between two consecutive meetings |
| Small company, dormant company, Section 8 company | One in each half of the calendar year, at least 90 days apart |
| OPC with only one director | No meeting needed; resolutions are entered in the minutes book |
- Notice: at least 7 days, to every director. Shorter notice is allowed for urgent business, with conditions.
- Quorum: one-third of the directors or two, whichever is higher.
- Video conferencing is allowed for board meetings.
- Minutes are prepared, signed and kept as SS-1 requires.
Annual general meeting (section 96)
| Time limit | |
|---|---|
| First AGM | Within 9 months of the end of the first financial year |
| Later AGMs | Within 6 months of the year end, and not more than 15 months after the previous AGM, so usually by 30 September |
| Extension | The Registrar can extend the time by up to 3 months on application (not for the first AGM) |
- Notice: 21 clear days. A shorter notice needs the consent of at least 95% of the members entitled to vote.
- Ordinary business: adopting financial statements and reports, declaring dividends, reappointing retiring directors, and appointing auditors and fixing their pay.
- An OPC does not hold an AGM.
If the AGM is not held
The company and every officer in default can face a penalty of up to ₹1 lakh, plus ₹5,000 a day while the default continues. The delay also delays AOC-4 and MGT-7. See late fees and clearing a backlog.
Legal basis
- Sections 96, 99, 101 and 173, Companies Act, 2013
- Secretarial Standards SS-1 (board meetings) and SS-2 (general meetings), ICSI
Official sources
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