A company's Board must meet at least four times a year, with no more than 120 days between two meetings. Each director gets at least seven days' written notice, a quorum of one-third of the directors or two directors (whichever is higher) must be present, and minutes must be kept. Smaller company types have a lighter schedule.
Last reviewed: 17 October 2026. Facts checked. We opened one Taxmann guide on board meetings (sections 173, 174 and 175 and Secretarial Standard SS-1) and ran web searches on frequency and on section 118 minutes. We did not open the Act or Secretarial Standard text. India Code returned a 403 error. The guide did not cover minutes, so the minutes points come from search excerpts only. We did not check the audit committee or listed-company meeting rules.
How often
| Company type | Rule from the guide we opened |
|---|---|
| First meeting | Within 30 days of incorporation |
| Usual companies | At least 4 meetings a year, no more than 120 days between two |
| One Person, small and dormant companies | One meeting in each half of the calendar year, at least 90 days apart |
The 120-day gap can be relaxed only if the Central Government exempts the company. Plan the year in advance rather than holding four meetings back to back. Search results made the same point.
Notice
- At least 7 days' written notice to every director, at their registered address, by hand, post or electronic means.
- SS-1 asks the notice to carry the serial number, day, date, time and full venue address.
- The agenda and notes on agenda go with the notice, and proof of delivery is kept.
- Meetings can be held any day except a National Holiday, at any place.
Short-notice meetings
Urgent business can go on shorter notice. If the company has an independent director, at least one must attend. If none attends, decisions need ratification by at least one independent director, and the notice must say it is short. The guide's wording, which we paraphrase, is that the notice should state it is shorter notice.
Quorum
Quorum is one-third of the total strength or two directors, whichever is higher, with fractions rounded up. Directors on video conference count. If interested directors are at least two-thirds of the Board, quorum is the non-interested directors present, with not fewer than two. SS-1 asks that quorum be present throughout the meeting.
Circular resolutions
For urgent items between meetings, section 175 allows a resolution by circulation. The guide says:
- the draft and papers go to all directors at their registered addresses,
- a majority of directors entitled to vote must approve,
- if one-third of directors ask, the chairperson must put it to a meeting,
- the resolution is noted at the next Board meeting and recorded in its minutes,
- under SS-1, directors get no more than 7 days to respond.
Minutes
Search excerpts of section 118 say minutes are signed and entered within thirty days, in books with consecutively numbered pages. The chairman of the meeting, or the chairman of the next meeting, signs and dates them. For electronic minutes, the signature is digital. Once entered, minutes are not altered without Board approval at a later meeting. Minutes kept this way are presumed to show the meeting was properly held. We did not open the section text.
A one-page meeting checklist
- Fix the year's calendar. Check the 120-day gap.
- Send notice, agenda and notes seven days ahead. Keep proof.
- Offer video conference with joining instructions.
- Record attendance and confirm quorum at the start.
- Declare interests and record who stepped out.
- Circulate draft minutes soon after, so signing lands within thirty days.
- Note any circulation resolution at the next meeting.
Use the board meeting notice and agenda template and the board meeting minutes template. The company due date finder helps with the calendar.
Common slips
- Holding three meetings in the first half of the year and one in March, which breaks the 120-day gap.
- Sending notice by email without keeping proof of delivery.
- Recording quorum only once, when SS-1 asks for it to be present throughout.
- Passing a circular resolution but not noting it at the next meeting.
- Leaving minutes unsigned past the thirty-day window.
- Not recording which director stepped out for an interested item.
A simple tracker with the last meeting date and a running 120-day countdown prevents most of these.
What auditors look at
Auditors read minutes to see approvals for related-party deals, loans and appointments. An internal audit also reads them. See internal auditor appointment for a Board resolution the auditor will expect to see. The MGT-8 certificate also looks at board meetings. See our annual return guide.
Frequently Asked Questions
How many board meetings must a company hold?
At least four a year, with no more than 120 days between two. One Person, small and dormant companies need one in each half of the year.
What is the notice period?
At least 7 days in writing, with shorter notice allowed for urgent business with an independent director safeguard.
What is the quorum?
One-third of total strength or two directors, whichever is higher.
Can directors attend by video?
Yes, and they count toward quorum.
How soon must minutes be signed?
Search excerpts of section 118 say within thirty days.
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