Board and Shareholder Documentation

Overview

A company acts through its board and its members, and the law expects both to leave a paper trail. That trail is a set of notices, agendas, minutes, resolutions and statutory registers. Good records prove that decisions were taken validly, support every ROC filing that follows (MGT-14, AOC-4, MGT-7, DIR-12) and are the first thing a bank, investor or auditor asks for. The Companies Act, 2013 and the Secretarial Standards SS-1 (board meetings) and SS-2 (general meetings) govern how they are prepared.

Who needs it

• A company holding its first board meeting or its first AGM.
• A company passing a resolution for a director appointment, share transfer, borrowing, capital change or constitutional change.
• A company that never maintained registers and wants to regularise its records before a funding round or audit.
• OPCs and small companies with lighter meeting rules but the same recordkeeping duty.

What Zenith does

Zenith listens first to which decisions the company is taking and which records are missing. Your relationship manager shares an assignment-specific checklist and drafts the notices, agendas, explanatory statements, minutes and resolutions, and sets up or updates the statutory registers. Where a resolution must be filed with the ROC, we prepare and file the linked e-form through appropriately authorised professionals. You receive the final pack with a short explanation of what each paper is for and when to sign it. Timelines depend on completeness, complexity and authority processing.

Eligibility and key rules

• Board meetings (Section 173): at least four a year with no more than 120 days between two meetings; OPCs, small companies and dormant companies need one meeting in each half of the year with at least 90 days between them.
• Notice: board meeting notice goes to every director, normally at least 7 days ahead. General meeting notice is at least 21 clear days, which can be shortened with consent of members holding at least 95% of voting rights.
• Quorum: one-third of the directors or two, whichever is higher, for board meetings; the AOA sets the quorum for general meetings.
• AGM: held within six months of the financial year end (30 September for a March year end).
• Minutes (Section 118): every meeting is minuted, the minutes signed by the chairperson and kept in a bound or electronic minute book.
• Resolutions: ordinary (simple majority) or special (at least three-fourths of votes cast). Special resolutions and certain board resolutions are filed in Form MGT-14 within 30 days.
• Registers: members, directors and key managerial personnel, charges, contracts and loans or investments, kept at the registered office.

Documents required

• MOA and AOA, certificate of incorporation.
• List of directors with DIN and list of members with holdings.
• Previous minutes, notices and registers, if any.
• Details of the decisions to be taken: appointment, transfer, borrowing, capital, accounts approval.
• Draft financial statements for the AGM.
• DSC of the signing director if a filing follows.

Process and timeline

1. Fix the agenda and the type of meeting (board, committee, AGM or EGM).
2. Prepare and serve the notice, agenda and explanatory statement within the notice period.
3. Hold the meeting with a valid quorum; record attendance and decisions.
4. Draft the minutes and circulate them; the chairperson signs.
5. Pass and record resolutions; update statutory registers.
6. File MGT-14 or other linked forms within their windows.
7. After the AGM, plan ADT-1 (15 days), AOC-4 (30 days) and MGT-7 (60 days).

Timelines depend on completeness, complexity and authority processing.

Government fees, penalties and due dates

• MGT-14 is due within 30 days of the resolution; its fee depends on authorised capital.
• For annual forms, the sources read show additional fees at 2 times, 4 times, 6 times, 10 times and 12 times the normal fee as the delay grows from 30 days to beyond 180 days.
• Failure to hold an AGM, keep minutes or maintain registers is an offence with penalties on the company and officers in default; Zenith lists the applicable provisions in your quotation.
• A share transfer certificate delayed beyond one month can attract a penalty on the company of ₹25,000 to ₹5,00,000.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Backdating minutes or signing blank ones.
• Holding the meeting without a valid quorum or notice.
• Passing a special resolution but not filing MGT-14.
• Forgetting to update the register of directors or members after an appointment or transfer.
• Skipping the AGM because the company is small or inactive.
• Using one set of resolutions for several unrelated decisions.

FAQs