Written By: Swati Bajaj

Date: 10/06/2021

Agenda: Items of business to be covered in the First Board Meeting of any Company

On receiving the Certificate of Incorporation of the Company, the first Board Meeting should be held within 30 days to be calculated from the date of incorporation stated in the Certificate of Incorporation.

Ex: if Company incorporated on 2nd February 2021, 30 days from this date will be 4th March 2021. The 1st Meeting should be held by 3rd March 2021 since the word used in the Act is ‘within’ and not ‘till’.

The Meetings of the Board of Directors of the Company are governed by the provisions of Companies Act, 2013 read with Secretarial Standards (SS)-1 issued by ICSI.

Companies Act, 2013:
Section 173(1): 
Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation

Section 118(10)
Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

Secretarial Standards-1
This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under Section 8 of the Companies Act, 2013

Agenda for 1st Board Meeting will be as follows:

  1. To appoint the Chairman of the Meeting. 
  2. Election of Chairman
  3. To grant leave of absence, if any.
  4. To take note of Quorum of Meeting.
  5. To take note of the Certificate of Incorporation
  6. To take note of the Memorandum and Articles of Association of the company, as registered.
  7. To take note of the Bank account and Registrations or status of Registrations that have been received – PAN/ TAN/ GST/ ESIC/ EPFO, on filing of Spice+ form
  8. To take note of the appointment of the first Directors of the Company 
  9. To take note of Notices / Declarations Received from Directors under various sections of the Companies Act, 2013.
  10. To take note of the Registered Office of the Company of the company and ratify the registered document of the title of the premises of the registered office in the name of the company or a Notarised copy of lease / rent agreement in the name of the company.
  11. To authorise a person to record the proceeding of Board and General Meetings. (SS-1 and SS-2)
  12. To authorise a director of a Company to certify and circulate certified copy of Board Minutes. (SS1)
  13. Affixing of Name Plate outside the Registered Office premises
  14. Adoption of Letter Head of the Company
  15. Adoption of Common Seal already made or Authority to get Common Seal made
  16. Adoption of Share Certificates already printed or Authority to get share certificates printed
  17. Authority to sign Share Certificates
  18. Allotment of Shares to the First Subscribers (if Share certificates are printed and adopted)
  19. To approve and ratify preliminary expenses and preliminary agreements.
  20. To take note of Financial year of the Company
  21. Appointment of First Auditor
  22. Resolutions u/s 179 of the Companies act, 2013
  23. Authorities to be given to Directors under various sections. Ex.: affixing of DSC, statutory registers/books, authority u/s 21 of the Companies Act, 2013 etc. 
  24. Directors’ Sitting Fees
  25. To discuss any other matter with the permission of the chair and with the majority of the Directors present.

Additional items may be added depending on the Company, and its agenda. At times if an item of business has been missed from the Agenda, the same maybe discussed under the aforementioned Item No.26

The Agenda has to be accompanied with Notes to Agenda. Drafts of the same are available on the following links:

draft Notice, Agenda and Notes to Agenda- 1st BoDM
or 
draft Notice, Agenda and Notes to Agenda- 1st BoDM- VC (Video Conferencing) or OAVM- ( Other Audio Video Methods)

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Written By: Swati Bajaj


Sachin (Poseted On : 2023-06-12 10:55:36am)

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