All about First Board Meeting after Incorporation

Every Company, be it a Public or Private is required to hold Board Meeting after its incorporation and discuss relevant matters regarding the Company and its functioning. Here we have brought in brief all the relevant facts relating to Board Meeting.

TIME OF HOLDING 1^ST MEETING

• Hold the 1^st Board Meeting within 1 month of the incorporation of the Company so that the auditors of your Company are appointed.
• File with ROC a draft of the statement in lieu of the prospectus if it’s a Public Company.
• If your Company is a Private Company which is a subsidiary of Public Company it will be treated as Public Company.

NOTICE OF MEETING

For convening the Board Meeting a notice must be given to the Directors that it is the First Board Meeting.

Further, if the Articles of Association of the Company provides for holding the Board meeting , no such notice is required.  

PENALTY

Every officer whose duty is to give notice of the Board Meeting and who fails to do so shall be punishable with a fine of upto Rs. 1000. This offence is compoundable by the Central Government.

BUSINESSES TO BE TRANSACTED

The following businesses should be transacted at the 1^st Board Meeting of the Company –

1. Election of Chairman of that particular meeting.
2. Appointment of Company Secretary of the Company.
3. Appointment of Chairman of the Board of Directors.
4. Certificate of Incorporation of the Company to be presented before the Board.
5. Adoption of Common Seal
6. Produce copy of Memorandum and Articles of Association of the Company.
7. Appointment of first Auditors of the Company.
8. Opening a Bank Account
9. Approval of statement in lieu of prospectus, if it’s a public company.
10.  Allotment of shares taken by subscribers to the Memorandum.
11.  Adoption of Preliminary contracts.
12.  Authorise board to take loans.
13.  Authorise board to make investments.
14.  Decide the date, time and place of next Board Meeting.
15.  Approval of the statement of preliminary expenses expended by the Promoters.
16.  Direct Secretary to purchase books and registers.
17.  Authorise the Secretary to file particulars of directors, managers or secretary in e-form 32 with the ROC in electronic mode within 30 days of the receipt of the incorporation certificate.
18.  Appointment of first directors by the subscribers if the names of the directors are not mentioned in Articles of Association of the company.

  SPECIAL BUSINESS TRANSACTED

Apart from the above mentioned businesses, a company can also include certain special items of business in the agenda of the first board meeting –

• Note the situation of registered office of the Company.
• Consider the appointment of additional directors.
• Read and record the notices of disclosure of interest given by directors.
• Fix the Financial Year.