Board Meetings for Private Limited Companies: How Many, Notice, Quorum and Video Meetings

A private limited company is run by its board of directors, and the Companies Act, 2013 sets out how that board has to meet. The rules are simpler than they look, but small companies often get them wrong: missing the first board meeting, letting too long pass between meetings, or treating an email chain as a meeting. This guide covers the essentials.

The First Board Meeting

A new company must hold its first board meeting within 30 days of incorporation. It's usually where the board:

• Notes the certificate of incorporation and the MOA and AOA.
• Appoints the first statutory auditor, who must be appointed within 30 days.
• Approves opening the bank account and names its authorised signatories.
• Approves issuing share certificates to the subscribers.
• Notes directors' disclosures of interest.
• Deals with other start-up matters, such as the registered office and registrations.

How Many Meetings

• Most companies must hold at least four board meetings a year, with no more than 120 days between two consecutive meetings.
• Small companies and One Person Companies need to hold at least one meeting in each half of the calendar year, with at least 90 days between the two meetings.

These are minimums. Hold more when the business needs decisions.

Notice

Each meeting needs at least seven days' written notice to every director, at the address they've registered with the company, by hand, post or electronic means. The notice should give the date, time, venue or video link, and usually the agenda.

A meeting can be called at shorter notice to deal with urgent business, but the Act sets conditions for this, so use it only when it's genuinely needed.

Quorum

The quorum for a board meeting is one-third of the total number of directors, or two directors, whichever is higher. Directors attending by video conference count towards the quorum. If there's no quorum, the meeting stands adjourned as the Act or the articles provide.

Meeting by Video Conference

Directors can attend board meetings through video conferencing or other audio-visual means, as long as the meeting is held in a way that allows directors to participate, records proceedings, and lets the company identify participants. The company should keep a record of who attended, and the chairperson should confirm attendance and quorum at the start.

Resolutions by Circulation

Some decisions can be taken without a meeting, by passing a resolution by circulation. The draft resolution and supporting papers are circulated to all directors, and it's passed if approved by a majority of the directors entitled to vote. It must then be noted at the next board meeting and recorded in the minutes.

Certain matters, such as approving financial statements and the board's report, must be decided at a meeting, not by circulation.

Directors' Interests

Directors must disclose their interest in other companies and firms at the first meeting they attend as a director, at the first meeting of each financial year, and whenever their interests change. Private companies have some relaxation on interested directors taking part in discussions, but the disclosure itself still has to be made.

Minutes and Records

Minutes of every board meeting must be prepared, signed and kept within the time limits in the Act and the secretarial standards, and an attendance record maintained. Good minutes record the decisions taken, not just that a meeting was held.

Common Mistakes

• Missing the first board meeting within 30 days of incorporation.
• Letting more than 120 days pass between meetings.
• Treating informal emails or calls as board decisions.
• Approving financial statements by circulation instead of at a meeting.
• Not recording directors' disclosures of interest.
• Incomplete or late minutes.

Getting Help

Think Filing prepares notices and agendas, runs board meetings, drafts resolutions and minutes, and keeps private companies' board records in order.

Sources

• Companies Act, 2013, sections 173, 174, 175 and 184.
• Companies (Meetings of Board and its Powers) Rules, 2014, as amended.
• Secretarial Standard on Meetings of the Board of Directors (SS-1).