First Board Meeting Minutes After Incorporation — Format
MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF {{company_name}}
CIN: {{cin}} | Registered Office: {{registered_office}}
Held on {{meeting_date}} at {{meeting_place}}.
PRESENT
| Sl. | Name of director | DIN | Mode of attendance |
|---|
| 1 | {{chairman_name}} | ____________ | In person |
| 2 | ____________ | ____________ | In person / video conferencing |
1. CHAIRMAN AND QUORUM
{{chairman_name}} was elected Chairman of the meeting. The Chairman noted that the requisite quorum under Section 174 of the Companies Act, 2013 was present and declared the meeting validly constituted. [Section 173(1): the first Board meeting must be held within 30 days of the date of incorporation.]
2. NOTING OF INCORPORATION
The Certificate of Incorporation dated {{incorporation_date}} issued by the Registrar of Companies, together with the Memorandum and Articles of Association as registered, was placed before the meeting and noted. The Board noted the persons named as first directors of the company and the subscribers to the Memorandum with the shares subscribed by each.
3. REGISTERED OFFICE [Section 12]
"RESOLVED THAT the registered office of the company be and is hereby confirmed / situated at {{registered_office}}, and that verification of the registered office be filed with the Registrar in Form INC-22 within 30 days of incorporation, where not already filed at incorporation."
4. DISCLOSURES OF INTEREST [Section 184(1) — MBP-1; Section 164(2) — DIR-8]
The notices of disclosure of interest in Form MBP-1 and the intimations of non-disqualification in Form DIR-8 received from all the directors were placed before the meeting, noted, and directed to be kept in the records of the company.
5. APPOINTMENT OF FIRST AUDITOR [Section 139(6)]
"RESOLVED THAT pursuant to Section 139(6) of the Companies Act, 2013, M/s {{first_auditor_name}}, Chartered Accountants (Firm Registration No.: {{first_auditor_frn}}), who have confirmed their eligibility under Section 141 of the Act, be and are hereby appointed as the First Auditors of the company, to hold office until the conclusion of the first Annual General Meeting, at such remuneration as may be mutually agreed." [The Board must make this appointment within 30 days of registration; failing which the members must appoint within 90 days at an EGM.]
6. OPENING OF BANK ACCOUNT
"RESOLVED THAT a current account be opened in the name of the company with {{bank_name}}, {{bank_branch}} branch, to receive, inter alia, the subscription money from the subscribers to the Memorandum, and that the authorised signatories and mode of operation be as set out in the separate resolution recorded under this item."
7. ISSUE OF SHARE CERTIFICATES TO SUBSCRIBERS [Section 56(4)(a)]
"RESOLVED THAT share certificates in Form SH-1 be issued to the subscribers to the Memorandum in respect of the shares subscribed by them, under the signatures required by Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014, upon receipt of the subscription money, and within two months from the date of incorporation as required by Section 56(4)(a) of the Companies Act, 2013, and that the Register of Members be written up accordingly."
8. STATUTORY REGISTERS AND MINUTES BOOKS
"RESOLVED THAT the statutory registers required under the Companies Act, 2013 — including the Register of Members (Form MGT-1), Register of Directors and Key Managerial Personnel and their shareholding, Register of Charges (Form CHG-7), Register of Loans, Guarantees, Security and Investments (Form MBP-2) and Register of Contracts and Arrangements in which directors are interested (Form MBP-4) — together with the minutes books of Board and general meetings, be maintained at the registered office under the supervision of a director / the company secretary."
9. COMMON SEAL [optional]
The Board noted that pursuant to the Companies (Amendment) Act, 2015, a common seal is optional. It was resolved that the company shall not adopt a common seal / that the seal produced at the meeting be adopted as the common seal of the company, an impression whereof was affixed in the margin of these minutes. [Retain one alternative.]
10. FINANCIAL YEAR, COMMENCEMENT OF BUSINESS AND PRELIMINARY EXPENSES
The Board noted that the financial year of the company shall end on 31st March as required by Section 2(41) of the Companies Act, 2013. It was further resolved that the declaration of commencement of business in Form INC-20A be filed with the Registrar within 180 days of incorporation as required by Section 10A [applicable to companies having share capital], and that the preliminary expenses incurred in connection with the incorporation of the company, amounting to ₹ ____________, be reimbursed / borne by the company.
11. CONCLUSION
There being no other business, the meeting concluded with a vote of thanks to the Chair.
Date of entry in the minutes book: ____________
_______________________________
{{chairman_name}}
Chairman
Date of signing: ____________
Place: __________________
