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Discussion > Corporate Law >

First Board Meeting of a Private Limited Company

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Director


[ Scorecard : 43]
Posted On 15 April 2009 at 23:11 Report Abuse

Hello

I have just received the Certificate of Incorporation for a newly incorporated Private Limited Company. Can someone please let me know what resolutions need to be passed in the first board meeting and also the draft wording for the same?

I believe that the following resolutions will be required -
1. Issue of Shares
2. Common Seal of Company
3. Opening of Bank Account
4. Appointment of Directors

Are any other resolutions required?

Thank you very much for the help.


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Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103903]
Posted On 16 April 2009 at 09:19

Hi Gautam,

Please find enclosed herewith Sample First Board Meeting Minutes containing all the necessary resolutions. Hope it'll help you.

Best Regards

Ankur Garg



Attached File : 45 sample first board meeting minutes.doc downloaded 7987 times



CA CS Prakash Somani (A helpin
CA CS B. Com. NCFM (Capital market)


[ Scorecard : 22828]
Posted On 16 April 2009 at 11:01

Good job Ankur




Gautam
Director


[ Scorecard : 43]
Posted On 16 April 2009 at 11:19

Originally posted by :Ankur Garg
" Hi Gautam,
Please find enclosed herewith Sample First Board Meeting Minutes containing all the necessary resolutions. Hope it'll help you.
Best Regards
Ankur Garg
"


Hi Ankur

Thanks a lot for your help. I had a couple of further questions -
1. Isn't a resolution required for issue of shares to the MoA subscribers?
2. Can the board appoint statutory auditors at a later date (in a subsequent meeting of the board)?

Regards
Gautam




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103903]
Posted On 16 April 2009 at 11:34

ANSWER TO YOUR QUESTION NO. 1

Observe carefully,

Subscribers of MOA are deemed shareholders of the company. They don't need to take shares. As soon as they subscribe the MOA & file it with ROC along with other incorporation documents they become the members as well as shareholders of the company.  Appreciate further have you ever filed form-2 for the subscribers? The answer would be No. That itself is a kind of proof that no allotment is required to be made to the subscribers. 

Form-2 is not required to be filed for subscribers hence no formal allotment is required in case of subscribers. They are deemed members and shareholders of the Company.

Record the same in the first BM Minutes.

ANSWER TO YOUR QUESTION NO. 2

As per section 224(5) first auditor shall be appointed by the Board with in 1 month of registration of the company.

Hence, you have to convene a board meeting with in 1 month and appoint first auditor.

You can appoint him in a subsequent board meeting but such subsequent board meeting is also required to be held with in 1 month of registration of the company.

Hope this answer would be off some help to you.

Best Regards

 




Kamal Jain
FCA


[ Scorecard : 200]
Posted On 16 April 2009 at 15:24

Dear Ankur,

I appreciate your efforts replying querry in such a detail.

Still I have one question: Please elaborate this further

Subscribers of MOA are deemed shareholders of the company. They don't need to take shares.

Are we not supposed to issue share certificate to them?

If share certifcates to be issued , How and in what manner are they supposed to bring Share Capital?

 




Kamal Jain
FCA


[ Scorecard : 200]
Posted On 16 April 2009 at 15:29

Is it possible to issue shares to subscribers for a consideration other than cash?




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103903]
Posted On 16 April 2009 at 17:33

 

Dear Kamal,

 

Kindly appreciate the discussion below:

 

ANSWER-1

Share Certificate to Subscribers

 

Yes, share certificate is very much required to be issued to the subscribers of MOA.

 

Bringing of Share Capital

 

There is no specific provision in the Co. act for the same.

 

OPTION-I

Ideally such amount should be deposited by the subscribers after incorporation of the co. in the newly opened bank a/c of the company and record the same in the first BM Minutes.

OPTION-II

Alternatively, as there is no tracing of such amount, it may be deposited by them later.

 

As a CS i would suggested you should opt I option to avoid any kind of future problem.

 

Even if you receive the amount from subscribers after 6 months the date of deemed Allotment and date on share certificate would remain the same i.e. date of incorporation of the company.

 

 

ANSWER-2

 

Issue of shares to subscribers other then cash

 

The position regarding the above query is yet to be tested in law. As per my knowledge there is no provision in law which prohibit issue of shares to subscribers for consideration other then cash and also there is no case law which prohibit the same.

 

So since there is no restriction in law--issue of shares to subscribers other then cash is very much possible.

 

Kindly share your views regarding question-2.

 

Hope I am able to bring some clarity. In case of any doubt please post it. I’ll definitely try my best to solve it.

 

 

Best Regards

Ankur Garg




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103903]
Posted On 16 April 2009 at 17:47

 

For more clarity of concept and discussion on date of allotment to subscribers and date to be mentioned on share certificate you may check the following bookmark at my profile:

 

Allotment to Subscribers Vs Deemed membership

 

Alternatively click the link below:

 

http://www.caclubindia.com/forum/messages/2009/3/28744_paidup_capital_vs_subscribed_capital.asp?     

 

Regards




Kamal Jain
FCA


[ Scorecard : 200]
Posted On 16 April 2009 at 20:03

Dear Ankur,

Thanks a lot for such an enlarged reply.I am in absolute agreement with you on Question No 2.

Could you please let me have the draft of BM highlighting the fact of issuance of shares for consideration other than cash?



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