Company Law for Startups (Part 7): Board Meetings, AGM, Resolutions and Minutes
Board meeting rules, AGM deadlines, ordinary vs special resolutions, MGT-14, minutes, SS-1/SS-2 and statutory registers for Indian startups.
A Hyderabad startup is in the middle of a funding round. The investor’s lawyer asks for board minutes, AGM notices and registers for the last three years. The founders never held a formal meeting. The round pauses while the company cleans up its records.
- Part 1: Incorporation
- Part 2: ROC annual filings
- Part 3: Director duties
- Part 4: Share capital and ESOPs
- Part 5: Strike-off and closure
- Part 6: Penalties and defaults
- Part 7: Board meetings, AGM and minutes (you are here)
- Part 8: Related party dealings, loans and deposits
1. Board meetings: the rules (Section 173)
| Point | Requirement |
|---|---|
| First board meeting | Within 30 days of incorporation |
| Minimum meetings | Four a year, with a gap of not more than 120 days between two meetings |
| Relaxation | One Person Company, small company and dormant company need one meeting in each half of the calendar year with a gap of at least 90 days. The 2020 amendment extended this to private companies that are startups (confirm status and conditions) |
| Notice | At least 7 days, in writing, to every director (shorter notice possible only with an independent director present, where one is appointed) |
| Quorum (s.174) | One third of total strength or two directors, whichever is higher |
| Video conferencing | Permitted, subject to the Meetings of Board Rules and SS-1; keep a record of attendance and the recording as the rules require |
| Penalty (s.173(4)) | Fine of Rs 25,000 on each defaulting officer and on the company (confirm) |
2. Annual General Meeting (Sections 96 to 101)
| Point | Requirement |
|---|---|
| Who must hold it | Every company except a One Person Company |
| First AGM | Within 9 months from the end of the first financial year |
| Later AGMs | Within 6 months of year end (30 September for a 31 March year-end). Gap between two AGMs not more than 15 months |
| Notice | 21 clear days. Shorter notice allowed with consent of at least 95% of members entitled to vote |
| Ordinary business | Adopt accounts, declare dividend if any, appoint or reappoint directors retiring by rotation, appoint or ratify auditors |
| Extension | Registrar can extend by up to 3 months on application with reasons (confirm current procedure and form) |
| Default (s.99) | Fine up to Rs 1 lakh on the company and each officer, plus Rs 5,000 a day while the default continues |
Most startups with few shareholders hold the AGM at short notice with written consent of all members and sign the attendance and consent papers. That is lawful if done properly, and it is far better than skipping the meeting.
ComplianceKart drafts notices, agendas, minutes and registers, and brings back-dated gaps into compliance in the permitted manner. See our ROC and secretarial compliance service.
3. Resolutions: which one, and when to file
| Resolution | Typical use | Filing |
|---|---|---|
| Board resolution | Approve accounts, borrow, open bank accounts, allot shares, appoint officers | MGT-14 only for the items listed in s.179(3) read with Rule 8 (confirm per item) |
| Ordinary resolution (more than 50%) | Appoint director or auditor, increase authorised capital | Filing depends on the subject (confirm) |
| Special resolution (at least 75%) | Alter Articles, change name, issue shares on preferential basis, approve certain related transactions | MGT-14 within 30 days of passing (s.117) |
| Circular resolution (s.175) | Urgent decisions without a meeting | Must be noted at the next board meeting |
MGT-14 filed after 30 days attracts additional fees up to the period allowed, so keep a filing tracker. Secretarial Standards SS-1 (board) and SS-2 (general meetings) issued by ICSI are mandatory for companies under Section 118(10).
4. Minutes and registers
- Minutes: draft and circulate within the time in SS-1, enter in the minute book within 30 days of the meeting, sign by the chairperson of that or the next meeting, and keep permanently (Section 118).
- Registers: members (MGT-1), directors and key managerial personnel, share transfers, charges, contracts in which directors are interested, loans and investments, and related party contracts.
- Form of records: physical or electronic, with proper authentication.
- Late entries: not allowed. Gaps must be handled through lawful ratification, not by back-dating.
5. Annual secretarial calendar (31 March year-end)
| When | Action |
|---|---|
| April to June | Board meeting for annual accounts and draft board report; DPT-3 return by 30 June; MSME-1 for April to September by 31 October and for October to March by 30 April (confirm) |
| By 30 September | AGM; DIR-3 KYC for every DIN holder (confirm current cycle); ADT-1 within 15 days of auditor appointment at AGM |
| Within 30 days of AGM | AOC-4 financial statements, per Part 2 |
| Within 60 days of AGM | MGT-7 or MGT-7A annual return, per Part 2 |
| First board meeting each year | Director interest disclosures MBP-1, DIR-8 declarations, review of registers |
6. Mistakes startups make
- No board meeting for years; minutes written only when the investor asks.
- Back-dating minutes and resolutions.
- Missing the AGM and not seeking an extension.
- Passing a special resolution but not filing MGT-14.
- No register of members or share transfers after funding.
- Ignoring DIR-3 KYC until the DIN is deactivated.
Why work with ComplianceKart
ComplianceKart is a boutique practice bringing Chartered Accountants, Company Secretaries and advocates under one roof. Think of a multi-speciality hospital: the physician, the radiologist and the pharmacist read from one patient file, so you never carry reports between buildings. Secretarial law, taxes and contracts overlap. A team of Chartered Accountants, Company Secretaries and advocates under one roof checks records, filings and agreements together.
Frequently Asked Questions
How many board meetings must a startup hold?
Four a year with a 120-day gap, or one in each half-year with a 90-day gap if the relaxation applies to your company.
Can the AGM be held online?
Yes, through video conferencing as permitted by the rules and Secretarial Standards (confirm current MCA circulars).
Is MGT-14 needed for every resolution?
No. It is needed for special resolutions and the board resolutions listed in the Act and rules.
What if I missed an AGM?
Hold it as early as possible, file the delayed forms and expect additional fees. Penalty exposure continues until compliance.
Do minutes need to be on paper?
No. Electronic minutes are valid if maintained as the Act and SS-1 require.
Sources
- Companies Act, 2013: sections 96 to 101, 117, 118, 167, 173 to 175, 179
- Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Management and Administration) Rules, 2014
- Secretarial Standards SS-1 and SS-2 (ICSI)
- Companies (Amendment) Act, 2020 (confirm applicability to your company)
Ready to act? Start with our ROC and secretarial compliance service, check pricing, or contact us.
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Educational article, last updated 11 November 2026. General information, not advice on a specific case. Laws and due dates change; confirm on the date you act. Items marked (confirm) came from secondary sources and need checking against the official text.
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