Every company must hold its first board meeting within 30 days of incorporation, then at least 4 board meetings a year with no more than 120 days between two consecutive meetings, under section 173. Small companies, OPCs, dormant companies and Section 8 companies get a lighter regime — just 2 meetings a year, one per half-year, with the gap between them not less than 90 days. Minutes of every meeting must be entered in the minutes book within 30 days (section 118), and the company must maintain a set of statutory registers — members, charges, directors and KMP, loans and related-party contracts, share-related registers — at its registered office, open to member inspection.
The two places companies actually get caught out: the minutes book and the registers are internal records with no MCA filing fee, so nobody notices a gap until an ROC inspection or a due-diligence exercise turns one up — by which point the penalty is on the company and every officer in default, not just a late fee. CapEasy runs board-meeting compliance and register upkeep as part of the annual compliance retainer, not as a one-off fix.
How many board meetings a company must hold
- First board meeting: within 30 days of incorporation — every company, no exceptions.
- Thereafter: at least 4 meetings a year, with the gap between two consecutive meetings not exceeding 120 days.
- Relaxed regime (section 173(5)): One Person Company, small company and dormant company need only 2 meetings a year, one in each half of the calendar year, with the gap between them not less than 90 days. This does not extend to an OPC that has only one director on its board — most guidance treats the single-director OPC as outside the relaxation, so confirm this against your specific board composition before relying on it.
- Section 8 companies: at least one meeting every six calendar months, under a separate Incorporation Rules provision rather than section 173(5).
- Directors can join in person or by video conferencing or other audio-visual means that can record proceedings and identify participants — since a 2021 MCA notification, no category of board business is barred from being taken up over VC.
Notice, quorum and minutes: the mechanics
Notice must go out at least 7 days in writing (by hand, post or electronic means) to every director. Shorter notice is allowed for urgent business only if at least one independent director is present at the meeting, or the decision is later circulated to all directors and ratified by an independent director.
Quorum is one-third of the Board’s total strength or 2 directors, whichever is higher — a fraction rounds up to one, and a director joining by VC counts toward it. If quorum is not met, the usual position is that the meeting stands adjourned to the same day and time the following week (or the next working day, if that falls on a holiday), unless the articles say otherwise — check your AOA before relying on this by default.
Minutes of every board, general, committee or postal-ballot meeting must be entered in the minutes book within 30 days of the meeting, signed by the chairman, following ICSI’s Secretarial Standard SS-1 — mandatory for every company except Section 8 companies, whose AOA may instead allow confirmation of minutes by circulation, still inside the 30-day window.
What statutory registers every company must maintain
Registers are ongoing records, not annual filings — the obligation starts the day the underlying event happens (an allotment, a charge, a loan, a director’s appointment) and runs continuously. At minimum:
| Register | Governing section / form | Triggered by |
|---|---|---|
| Register of members | Section 88 | Every allotment or transfer of shares |
| Register of charges | Section 85, Form CHG-7 | Every charge created, modified or satisfied (CHG-1/CHG-4/CHG-9) |
| Register of directors & KMP (and their shareholding) | Section 170 | Every appointment, resignation or shareholding change (feeds Form DIR-12) |
| Register of loans, guarantees & securities given | Section 186, Form MBP-2 | Every inter-corporate loan, guarantee or security |
| Register of investments not held in the company’s own name | Section 187, Form MBP-3 | Every such investment |
| Register of contracts/arrangements with related parties | Section 189, Form MBP-4 | Every related-party contract under section 188 |
| Share-related registers (renewed/duplicate certificates, sweat equity, ESOPs, buy-back) | Forms SH-2, SH-3, SH-6, SH-10 | The relevant share transaction |
All registers are kept at the registered office by default. Moving them elsewhere in India is allowed only where more than one-tenth of members reside there and the move is approved by special resolution (section 94) — a common gap when a company shifts its registers to a CS office without that resolution.
Penalties for missing meetings, minutes or registers
These are monetary-only defaults since the 2020 decriminalisation — no imprisonment risk — but the numbers add up fast once more than one provision is breached in the same inspection.
| Default | Company penalty | Officer-in-default penalty |
|---|---|---|
| Officer fails to give proper notice of a board meeting (section 173) | — | ₹25,000 |
| Minutes not entered / SS-1 non-compliance (section 118(11)) | ₹25,000 | ₹5,000 per officer |
| Register of members not maintained or non-compliant (section 88) | ₹3,00,000 | ₹50,000, plus ₹1,000/day continuing |
| Refusal of inspection of a register (section 94) | ₹1,000/day, up to ₹1,00,000 | Same, per officer |
Simply holding fewer than 4 meetings in a year (as opposed to the notice default above) doesn’t carry one clean standalone penalty figure in the Act — ROC adjudication orders on this have combined the section 173 notice default with an SS-1/section 118 default, so treat any flat number quoted for "missed meetings" as a composite, not a fixed tariff. The register-of-charges default (section 85, Rule 10) is enforced through case-by-case ROC adjudication rather than one published flat fee — orders have run into several lakh rupees across company and officers combined, so get a specific read on your fact pattern rather than assuming a fixed cap. The register of directors & KMP (section 170) also carries a penalty on default, but the exact figure needs confirming against the current bare act for your case — the portal or your CS can confirm it before you rely on a number.
How to file the board resolution that follows a meeting on MCA V3
- Hold the meeting with the correct notice, quorum and VC compliance, and finalise the minutes and resolution text.
- Identify the trigger form — Form MGT-14 for resolutions requiring filing under section 117(3)/179(3) (e.g. approving financial statements or the board’s report), CHG-1/CHG-9 for charges, DIR-12 for director or KMP changes.
- Log in to MCA V3 as a Business User and open the relevant company e-filing web-form; the CIN auto-populates company master data.
- Fill the resolution date, meeting type, clause reference and any linked SRN from an earlier filing.
- Attach the certified true copy of the resolution, explanatory statement, and the altered MOA/AOA or charge instrument where applicable.
- Affix the authorised signatory’s DSC (and the certifying professional’s, where required) and submit to generate the SRN — then upload the DSC-affixed PDF within 15 days of SRN generation, a separate V3 deadline from the underlying statutory filing window; missing it cancels the SRN and the filing restarts.
- Pay the fee within the payment window; the challan issues on success and the register or MCA record updates.
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any circulars MCA issues — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.