How Many Board Meetings Must a Company Hold? Section 173 in Practice

Section 173 of the Companies Act, 2013 sets how often a Board must meet. There are two regimes inside it, and they are not variations of one rule — they are shaped differently. Applying the wrong one to a company produces a breach that is not there, or misses one that is.

The two regimes

Look at the spacing column. Section 173(1) sets a maximum gap: meet often enough that no two consecutive meetings are more than a hundred and twenty days apart. Section 173(5) sets a minimum gap: the two half-yearly meetings must be at least ninety days apart, so a company cannot hold both in the same fortnight and call it compliance.

Because one rule is a ceiling and the other a floor, a test written for one regime reports nonsense when run against the other. A company on Section 173(1) that held four properly spaced meetings inside eight months has complied — but measured against the half-yearly rule it looks as though it missed a half.

Calendar year, not financial year

Section 173(5) speaks of each half of a calendar year. That is January to June and July to December — not the halves of your financial year. A company with a March year-end that schedules its two meetings by financial-year halves can satisfy its own calendar and still miss the statutory one.

The first Board meeting of a new company

Section 173(1) also requires that a company hold its first Board meeting within thirty days of the date of its incorporation. This is a one-off test against the date on the certificate of incorporation, and it is easy to miss in the first-year file because the rest of the year’s meetings look properly spaced.

The single-director One Person Company

The proviso to Section 173(5) disapplies that sub-section and Section 174 to a One Person Company in which there is only one director. There is no half-yearly meeting to hold and no gap to measure. Where such a company has to record a decision, Section 122(3) provides for the resolution to be entered in the minutes book and signed and dated by the member, and that date is taken as the date of the meeting for the purposes of the Act. Checking a single-director OPC against the meeting rules sends a practitioner looking for a fault that is not there.

Measuring the gap across a year boundary

The hundred-and-twenty-day test under Section 173(1) is between two consecutive meetings, and consecutive does not stop at 31 December or at your year-end. The gap between the last meeting of one period and the first of the next is a gap like any other. When you review a year in isolation, you need the date of the previous period’s last meeting in front of you or the first interval of the year goes unchecked.

What else to record alongside the dates

• The Board strength on the date of each meeting, and the number of directors present — quorum under Section 174 is tested meeting by meeting, and the Articles may set a higher number.
• Notice: Section 173(3) requires at least seven days’ notice in writing to every director, with the shorter-notice route and its conditions where you use it.
• Participation by video conferencing or other audio-visual means where permitted, and the items that may not be dealt with that way.
• Entry of minutes within thirty days under Section 118(1), read with SS-1.

A review checklist for the year

• Which regime is this company on — Section 173(1), or 173(5) as a small company, OPC or dormant company?
• Is the company’s category actually recorded, or is the regime being assumed?
• For Section 173(1): four meetings, and no consecutive gap over one hundred and twenty days including the gap from last year’s final meeting.
• For Section 173(5): one meeting in each calendar half, and at least ninety days between them.
• First year only: was the first meeting within thirty days of incorporation?
• Do the dates in the Board’s report match the minutes book and the attendance registers?

Frequently asked questions

This article is informational and is not legal advice. Confirm the current text of Section 173 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, SS-1 and your Articles before you rely on any schedule.

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