Board & General Meeting Support

What are board and general meetings?

A company takes decisions in two forums. The board of directors runs the company and decides most things at board meetings. The shareholders decide the bigger questions — adopting the accounts, changing the articles, altering capital — at general meetings: the Annual General Meeting and any Extraordinary General Meetings.

The Companies Act, 2013 and the Secretarial Standards set out how each meeting is called, conducted, and recorded. A decision is only as sound as the notice, quorum, resolution, and minutes behind it.

The key rules

A handful of rules govern almost every meeting a private company holds:

Board meeting

Where the directors take the company's decisions. The first must be held within 30 days of incorporation, and then at least four a year with no more than 120 days between two.

Small companies and OPCs

A small company, an OPC, or a dormant company needs only one board meeting in each half of the calendar year, at least 90 days apart.

Annual General Meeting (AGM)

The yearly shareholders' meeting that adopts the audited accounts. It's due within six months of the year end, and no more than 15 months after the last one. OPCs don't hold one.

Extraordinary General Meeting (EGM)

Any shareholders' meeting other than the AGM, called when a decision needs shareholder approval before the next AGM — a change to the articles, for example.

Notice

At least 7 days' written notice for a board meeting, and 21 clear days for a general meeting. Shorter notice is possible, but only with the consent the Act requires.

Quorum

For a board meeting: one-third of the directors or two, whichever is higher. For a private company's general meeting: two members personally present, unless the articles say more.

Ordinary and special resolutions

An ordinary resolution passes by simple majority. A special resolution needs votes in favour at least three times the votes against, and is required for changes like amending the articles.

Why getting meetings right matters

Meetings are easy to treat as a formality until someone relies on them. These are the places it shows:

Decisions that hold up

A decision taken without proper notice, quorum, or the right type of resolution can be challenged later. Correct paperwork is what makes it valid.

Due diligence

Investors, lenders, and acquirers review board and shareholder minutes. Gaps or backdated records slow down a deal or reduce what it's worth.

Bank and government requests

Banks ask for board resolutions to open accounts, change signatories, or borrow. Government bodies and tenders ask for them too.

Annual filings depend on them

The accounts can't be filed until the board approves them and the AGM adopts them. A late AGM makes AOC-4 and MGT-7 late too.

Directors can lose office

A director who misses every board meeting held over 12 months vacates their office automatically, whether or not leave was granted.

Penalties for defaults

Failing to hold meetings, give proper notice, or keep minutes as the Act requires can lead to penalties on the company and its officers.

Evidence in a dispute

Minutes kept in the required form are treated as evidence of what happened at the meeting — which matters most when founders disagree.

Who needs meeting support?

• Private Limited Companies that need their four board meetings and AGM held and recorded each year
• Startups raising funds, issuing ESOPs, or allotting shares, which need board and shareholder approvals
• Companies changing their name, registered office, directors, auditors, or articles
• Companies that need board resolutions for a bank, lender, or government application
• Companies whose minute books have fallen behind and need to be brought up to date

Small founder-run companies often have the same people on the board and on the share register. The meetings still have to be separate, with their own notice and minutes — being the same people doesn't merge the two.

Board meeting vs. AGM vs. EGM

The three meetings do different jobs. Here's how they compare for a private company:

What we'll need from you

What's being decided

A short note of the decisions you need — we'll work out whether they need the board, the shareholders, or both, and which type of resolution.

Director and shareholder details

Current directors and shareholders, with email addresses for notices, so the meeting is called on everyone entitled to attend.

Supporting documents

Whatever the decision rests on: accounts for approval, a term sheet, a new lease for the registered office, or a bank's resolution format.

Date, time, and venue

When and where the meeting will be held, and whether anyone will join by video conference.

Articles of association

The company's articles, since they can set a higher quorum, special voting rights, or other rules the meeting must follow.

Past minute books

Previous minutes and registers, so numbering continues correctly and nothing contradicts earlier decisions.

Board meetings can be held by video conference, and directors joining that way count towards the quorum, as long as attendance and the recording requirements are met.

Meeting process

Most of the work happens before and after the meeting itself. Here's how a typical meeting runs:

1. 1

   Plan the business

   We map each decision to the right forum and resolution type, and check any conditions in the Act or the articles.

2. 2

   Draft notice and agenda

   The notice, agenda, and draft resolutions are prepared — with an explanatory statement for special business at a general meeting.

3. 3

   Send the notice

   Notice goes to every director or member entitled to it, at least 7 days ahead for a board meeting and 21 clear days for a general meeting, unless shorter notice is validly agreed.

4. 4

   Hold the meeting

   The chair confirms quorum, the business is taken up, and resolutions are passed. Attendance is recorded, including anyone joining by video.

5. 5

   Draft and sign the minutes

   Draft minutes are circulated to directors within 15 days for comments, then finalised and signed by the chair within 30 days of the meeting.

6. 6

   File with the ROC where required

   Special resolutions and certain other resolutions are filed in MGT-14 within 30 days, along with any event-based forms the decision triggers.

What happens after the meeting?

A meeting isn't finished when it ends. These are the records and follow-ups that complete it:

Minute books

Minutes of board and general meetings are kept in separate books at the registered office, and preserved permanently.

Certified true copies

Banks, lenders, and authorities usually want a certified copy of the relevant resolution, signed by a director or the company secretary.

Members' right to inspect

Shareholders can inspect general meeting minutes and ask for copies. Board minutes aren't open to them in the same way.

Follow-on filings

Many decisions trigger their own forms — DIR-12 for directors, ADT-1 for auditors, PAS-3 for share allotments, INC-22 for a registered office change.

Statutory registers

Registers of members, directors, and charges are updated to reflect what the meeting decided.

Resolutions by circulation

Urgent board decisions can be passed by circulation between meetings. They're noted at the next board meeting and recorded in its minutes.

Benefits and responsibilities