Section 173 of the Companies Act, 2013 Meetings of Board

In force Change proposed — not yet law Explainer reviewed 23 October 2026

Section 173 requires the first Board meeting within 30 days of incorporation and at least four Board meetings a year, with no more than 120 days between two meetings. Notice is at least seven days. OPCs, small companies and dormant companies need only one meeting in each half of the calendar year, at least 90 days apart.

Who it applies to

Every company and its directors
Officers responsible for sending Board meeting notices

What the section says

The first Board meeting must be held within 30 days of incorporation. After that, at least four meetings every year, with no more than 120 days between two consecutive meetings (s.173(1)).
Directors may participate in person or by video conferencing or other audio-visual means that record participation and proceedings (s.173(2)). Where quorum is physically present, other directors may join by video even for matters otherwise barred from video meetings. The Companies (Meetings of Board and its Powers) Amendment Rules, 2021 omitted the list of such barred matters.
A Board meeting needs at least seven days' written notice to every director, by hand, post or electronic means (s.173(3)). A meeting at shorter notice for urgent business needs at least one independent director present, if the company has any; otherwise decisions are final only once ratified by an independent director.
An OPC, small company or dormant company complies if it holds at least one Board meeting in each half of the calendar year, with at least 90 days between them (s.173(5)). Sections 173 and 174 do not apply to an OPC with a single director.
Under G.S.R. 464(E) as amended by G.S.R. 583(E) (13 June 2017), the relaxed one-per-half-year rule in s.173(5) also extends to private companies that are start-ups.

Penalty for breach

Who	Consequence
Every officer whose duty is to give notice and who fails to do so	Penalty of ₹25,000

Section 173(4).

Our guide on this

Private company exemptions under section 462 (G.S.R. 464(E))

Related sections

Sections this one refers to:

174Quorum for meetings of Board

Common questions

How many board meetings must a private limited company hold?

At least four a year, with no more than 120 days between two meetings. A small company, OPC or dormant company needs only one in each half of the calendar year, at least 90 days apart.

Within how many days of incorporation is the first board meeting due?

Within 30 days of the date of incorporation.

What is the notice period for a board meeting?

At least seven days' written notice to every director. Shorter notice is allowed for urgent business if an independent director, where the company has any, attends or later ratifies the decisions.

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Section number, heading and status: Companies Act, 2013 as consolidated on India Code (amendments to about 2020–21). Sources for this page: Companies Act, 2013: India Code consolidated text. Reviewed 23 October 2026. General information, not legal advice; confirm on the official sources before relying on a provision.