First Board Meeting of Company Post Incorporation

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.

Over the years, the process of incorporating a company has been made simpler, which encourages full compliance by the companies. The management should be fully aware of the post-incorporation compliance to avoid any penalties or punishments.

The Companies Act 2013 is a stringent act and leaves no room for any mistakes. “Ignorantia juris non excusat” means “ignorance of law is not an excuse”. This is a legal maxim which goes on to say that one cannot escape liability on the pretext of unawareness of the law. Thus the directors and shareholders will have to be aware of the legal compliance involved post-incorporation of the company.

Following are the significant actions which need to be taken post company incorporation:

First meeting: As per Section 173(1), of The Companies Act 2013, the company shall hold a meeting of the Board of Directors in less than 30 days from the date of its incorporation. Directors are permitted to attend the meeting either in person or through video conferencing.
Bank account: Companies need to have a bank account even before approaching the authorities for company incorporation. Since the company is an artificial entity, the transactions cannot be done in the name of any natural person.
Official address: As per Section 12(1), a company shall have a registered office within 30 days from the date of incorporation. This address shall be used to receive all official communication from the various authorities. The company shall inform the same to the registrar within 30 days from the date of incorporation.
It’s all in the name: Every company shall be required to affix its name at all places from where it carries on its business operations. It shall be displayed in the language which is generally used in the locality. Additionally, the company has to get a seal with its name engraved on it, letterheads with appropriate information and printed negotiable instruments.
Auditor: According to Section 139(1), the first auditor shall be appointed by the Board of Directors (BOD), except for a government company, within 30 days from the time the company is registered. Failing which, the members shall appoint the auditor within 90 days at an extraordinary general meeting. The term of the first auditor shall be until the conclusion of the first annual general meeting.
Interest disclosure: At the first board meeting, every director shall disclose his interest in any company/firm/body corporate/association of individuals as outlined in section 184(1) of the Companies Act 2013. Any changes in the disclosures shall be intimated to the board in its first meeting held during each financial year. An independent director, if any, must give a declaration that he meets the criteria of independence during the first board meeting as a director.
Statutory registers: The company shall be required to maintain statutory registers at the registered office of the company. The same shall be maintained in the prescribed form failing, which the company will be subject to penalties.
Share certificate: The share certificate shall be issued to a shareholder within 60 days from the date of incorporation. In case of additional shares being allotted, the time period is taken as 60 days from the date of allotment.
Books of Accounts: As per section 128, every company shall maintain proper books of accounts which shall represent an accurate and fair view of the state of affairs of the company. The double entry system shall be followed, and the accounting is done on an accrual basis.
Commencement of business certificate: Within 180 days, the company shall obtain a certificate of commencement of business. There is a requirement to file a disclosure made by the directors of the company stating that every subscriber has paid the amount due on the shares.

Conducting the First Board Meeting

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 Memorandum of Association and Articles of Association 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.
Agenda and Notice
Mode of serving the notice and agenda.
Minimum notice period.
Contents present in the notice.
Note on items of agenda.
The quorum of the Board Meetings.
Number of Directors
Attendance
Chairperson
Casting of Votes
Minutes of the meeting
One Person Company
Authority for recording minutes of the meeting.

Certain provisions that should be followed for the first Board Meeting of the Company

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.

FAQs

Who can convene the first board meeting?

The first board meeting is typically convened by the promoters or the subscribers to the memorandum of association. They are responsible for sending out notices to the directors and other relevant parties.

How many directors must be present for the first board meeting to be valid?

The quorum for a board meeting is usually defined in the company’s Articles of Association. It is common for the quorum to be a majority of the total directors, and the first board meeting should adhere to this requirement.

What resolutions are typically passed during the first board meeting?

Resolutions passed during the first board meeting may include:

Adoption of the company’s common seal (if applicable)
Appointment of the first auditors
Allotment of shares
Approval of the registered office of the company
Adoption of initial financial statements

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