How many board meetings does section 173 require?
How section 173 of the Companies Act, 2013 governs board meetings: the first meeting within 30 days, at least four meetings a year with no more than 120 days between two, the relaxed rule for OPCs, small and dormant companies, the seven-day notice, and video participation.
In this guide
Section 173 of the Companies Act, 2013 requires at least four board meetings each year, with no more than 120 days between two consecutive meetings, after a first meeting held within 30 days of incorporation. A One Person Company, small company and dormant company are deemed compliant on one meeting in each half of the calendar year with at least 90 days between the two.
What does section 173 require?
Section 173 of the Companies Act, 2013 sets how often a company's board must meet. Every company holds its first board meeting within 30 days of incorporation, then at least four board meetings a year, with no more than 120 days between two consecutive meetings. Section 173 also sets the notice rule and allows participation by video.
The section has two counts that work together: the annual minimum of four and the maximum gap of 120 days. Both must hold, so meeting four times is not enough on its own if the spacing breaks the gap rule.
When is the first board meeting due?
Within 30 days of the date of incorporation, under section 173(1) of the Companies Act, 2013. It is a one-time requirement that comes before the ongoing four-meetings rule and is where the board typically takes up early items such as appointing the first auditor within the same 30 days under section 139(6).
Missing the 30-day first meeting is a distinct default from the annual pattern, so a newly incorporated company should calendar it from the incorporation date rather than the first financial year-end.
How does the 120-day gap rule work?
The 120-day rule caps the interval between two consecutive board meetings, so section 173(1) is breached the moment day 121 passes without a meeting, even in a year with four meetings. The cap is what forces meetings to be spread across the year rather than bunched together.
A common error is to hold four meetings but leave a long gap, for example two in one quarter and none for the next four months. That breaks the 120-day rule even though the annual count is met.
How much notice does a board meeting need?
Seven days in writing to every director at the registered address, under section 173(3) of the Companies Act, 2013, sent by hand delivery, post or electronic means. A meeting at shorter notice is allowed to transact urgent business only if at least one independent director is present, or if the decisions are circulated to all directors and ratified by at least one independent director who was absent.
What is the penalty for missing the notice or the meeting?
Section 173(4) of the Companies Act, 2013 imposes a penalty of ₹25,000 on every officer whose duty it was to give notice and who failed to do so. Missing the meeting frequency itself falls under section 450, which carries a penalty of ₹10,000 plus a continuing daily amount for each day the default continues.
Which companies get the relaxed rule?
A One Person Company, a small company and a dormant company are deemed to comply with section 173 under section 173(5) if they hold at least one board meeting in each half of the calendar year, with at least 90 days between the two. A One Person Company that has only one director is outside section 173(5) entirely.
| Company type | Meetings required | Gap rule |
|---|---|---|
| Most companies | At least 4 a year | No more than 120 days between two |
| OPC, small, dormant company | 1 in each half of the year | At least 90 days between the two |
| OPC with a single director | No board meeting requirement | Section 173(5) does not apply |
Can directors attend by video conferencing?
Yes. Section 173(2) of the Companies Act, 2013 allows a director to take part in a board meeting in person or through video conferencing or other audio-visual means that can record and store the proceedings. That lets a board meet validly with directors in different locations.
Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 restricts certain items at a video meeting, including approval of the annual financial statements, the Board's report, the prospectus, and amalgamation or takeover matters. Check whether the item being decided is on that list before relying on video participation.
Why do companies breach section 173?
- Holding four meetings but leaving more than 120 days between two of them, which still breaches section 173(1).
- Missing the 30-day first board meeting after incorporation.
- Applying the four-meetings rule to a small company that qualifies for the relaxed half-yearly rule in section 173(5).
- Giving less than seven days' notice without an independent director present or ratifying, as section 173(3) requires.
- Approving annual financial statements at a video meeting when rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 restricts it.
Where do section 173 changes appear?
Section 173 sits in the Companies Act, 2013, and the video-participation and notice rules around it move through MCA notifications. Complied AI keeps MCA updates in one feed so you can open the notification behind a rule change, then read section 173 next to it when you need the exact meeting and gap wording.
Practical checks
Common questions
How many board meetings must a company hold in a year?
At least four. Section 173(1) of the Companies Act, 2013 requires a minimum of four board meetings every year, arranged so that not more than 120 days pass between two consecutive meetings. The 120-day gap matters as much as the count of four, because four meetings bunched into two quarters still breaches the section.
When must the first board meeting be held?
Within 30 days of incorporation. Section 173(1) of the Companies Act, 2013 requires the first meeting of the Board to be held within 30 days of the date of incorporation. That one-time deadline runs from the date on the certificate of incorporation, not from the first financial year end, and sits before the ongoing four-meetings rule.
Do small companies have to hold four board meetings?
No. Section 173(5) of the Companies Act, 2013 deems a One Person Company, small company and dormant company compliant if they hold at least one board meeting in each half of the calendar year with a gap of at least 90 days between the two. A One Person Company with only one director is outside section 173(5) altogether.
Can directors attend a board meeting by video?
Yes. Section 173(2) of the Companies Act, 2013 lets a director take part in person or through video conferencing or other audio-visual means that can record and store the proceedings. Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 lists items such as approval of annual financial statements that are restricted at a video meeting.
What is the notice requirement for a board meeting?
Seven days. Section 173(3) of the Companies Act, 2013 requires at least seven days' notice in writing to every director at the registered address, by hand, post or electronic means. A shorter-notice meeting for urgent business is allowed if at least one independent director is present, or if an absent independent director later ratifies the decisions.
We held our last board meeting in March and it is now August. Have we breached section 173?
Yes, if the gap ran past 120 days. Section 173(1) of the Companies Act, 2013 caps the interval between two consecutive board meetings at 120 days, so a March meeting requires the next by roughly the end of July. Hold the meeting now, record the delay in the minutes, and reset the spacing so the year still carries four meetings.
What is the penalty on a director if the company misses a board meeting?
Section 173(4) of the Companies Act, 2013 makes every officer of the company whose duty it is to give notice liable to a penalty of ₹25,000 for failing to give the section 173(3) notice. Non-compliance with the meeting frequency itself is dealt with under section 450, which carries a penalty of ₹10,000 with a continuing daily amount.
Our company was dormant last year but is now active. Which frequency applies?
The four-meeting rule in section 173(1) of the Companies Act, 2013 applies from the year the company ceases to be dormant. The relaxed one-per-half-year rule in section 173(5) only covers a One Person Company, small company or dormant company, so a company that loses that status mid-year should plan the remaining meetings on the 120-day spacing.
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This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 6 September 2026.
Automation, including AI, may assist research, drafting and structure. It does not replace the official record or amount to an independent professional review. Read our editorial standards and corrections policy.
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