FreeCompliance

Board meeting rules for private companies

1 min read

Section 173 of the Companies Act requires a company's board to meet regularly. For a private company, that means at least four meetings a year, with no more than 120 days between two consecutive meetings. Small companies, OPCs and dormant companies get relaxations.

How many meetings

Company typeMinimum meetings
Private company4 per year, gap not more than 120 days
Small company, OPC, dormant company1 in each half of the calendar year, gap at least 90 days
OPC with only one directorNo meeting needed; resolutions entered in the minutes book

Notice and quorum

  • Written notice to every director at least 7 days before the meeting.
  • Shorter notice for urgent business is allowed if at least one independent director (where applicable) is present.
  • Quorum is one-third of total directors or two, whichever is higher.
  • Directors can attend by video conference.

Circular resolutions

Some decisions can be passed by circulating a draft resolution to all directors instead of meeting (Section 175). It passes if approved by a majority of directors entitled to vote, and is noted at the next board meeting. Certain matters, such as approving financial statements, must be taken at a meeting.

Frequently asked questions

The company and officers can be penalised under Section 172. It is also flagged in the annual return.

Yes. Minutes are prepared within 30 days and signed by the chairperson of the meeting or the next meeting.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

Read next