Agenda and Minutes of First Board Meeting

This Packet Includes:

1. Description and Instructions

2. Agenda and Minutes of First Board Meeting for use in India

Description and Instructions

Agenda and Minutes of First Board Meeting

Once a company has been incorporated, a meeting of the directors should be convened reasonably promptly (e.g. usually within a month). The Companies Act 1956 requires minutes to be made of all the proceedings at the first meeting. The term ‘minutes,’ though not defined in the Companies Act, 1956, may be considered as a written record of proceedings of a meeting of any company duly kept in pursuance of the law. Minutes contain inter alia a description of the type of meeting to which they relate, its date, time and venue, attendees, confirmation of the minutes of previous meeting as a result of practice, decisions taken, process at the meeting, discussions held, voting on resolutions, etc.

It is not possible to detail, with certainty, each of the matters which should be addressed at the first meeting of the directors as these will vary from company to company. However the following is a checklist of matters which are commonly dealt with:

• Tabling of the certificate of incorporation, memorandum and articles of association and company seal (if any), and noting of the director(s) and company secretary (or secretaries) named;

• Noting of quorum;

• Resolution to appoint the chairperson of the board of directors;

• Resolution to allot the shares and to enter the name(s) of the shareholders;

• Resolution appointing auditors, bankers and solicitors if required;

• Resolution adopting a seal as the Common Seal of the company (if required)

Company minutes are a very important matter. It is essential to proceed correctly. If they are wrong, then bank and tax arrangements may become invalid and contracts may be difficult to enforce. A template for the minutes for the first meeting of directors of a private company limited by shares appears below. Note that this is only a sample form and may not necessarily be suitable for your proposed company’s specific circumstances.

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