How often does a section 8 company hold meetings?
A section 8 company holds at least one board meeting in every six calendar months. That is a minimum, not a cap. The quorum is eight directors or one-fourth of the total strength, whichever is less, and it is not fewer than two directors. A general meeting may be called on 14 days’ notice. The company still holds an annual general meeting.
How often does the board meet?
The ordinary company holds at least four board meetings a year, with not more than 120 days between them. A section 8 company is exempt from that count. It holds at least one meeting of the board in every six calendar months. It may hold more than one. Nothing in the exemption stops a second meeting, and nothing limits the company to four meetings. The ordinary rules of notice, which are not part of this exemption, are on the board-meetings page.
The board of a section 8 company may also exercise by circulation the powers to borrow, to invest the funds of the company, and to grant loans or give a guarantee or provide security. An ordinary company exercises those powers at a meeting.
What is the board quorum?
The ordinary quorum is one-third of the total strength or two directors, whichever is higher. A section 8 company uses a different test: eight directors or one-fourth of its total strength, whichever is less, provided the quorum is not fewer than two. A fraction is rounded up to one. One-fourth of ten directors is three, and three is less than eight, so the quorum is three. The same quorum is stated on the section 8 accounts page.
When is a general meeting called?
The annual general meeting follows section 96. The first is held within nine months of the first financial year end. Later meetings are held within six months of the year end and not more than fifteen months after the previous one. The time, date, and place are decided by the board in line with any directions the company gave at the previous general meeting. Notice of a general meeting is 14 days, not the 21 days an ordinary company gives. A shorter notice still needs the consent the Act requires for short notice.
Section 118, which requires minutes of board and general meetings, does not apply to a section 8 company, except where the articles require the minutes to be confirmed by circulation. Where the articles so require, the minutes are recorded within 30 days of the meeting. The company is not forbidden to keep minutes. The exemption removes the ordinary duty, and the articles can put a 30-day record back. What the minutes of an ordinary company contain is on the minutes page. How a section 8 company is formed is on the section 8 page.
Frequently asked questions
Four questions cover the six-month minimum, the quorum, the annual general meeting, and minutes.
Is the company limited to one meeting in six months?
No. One meeting in every six calendar months is the minimum. The company may hold more. It is not limited to four meetings, and it is not forbidden to hold a second meeting.
Is the quorum one-third?
No. For a section 8 company the quorum is eight directors or one-fourth of the total strength, whichever is less, and not fewer than two directors.
Does a section 8 company skip the AGM?
No. It holds an annual general meeting. The notice for a general meeting can be 14 days, rather than the ordinary 21 days.
Must it keep minutes like every other company?
Section 118 does not apply, except where the articles require the minutes to be confirmed by circulation. In that case the minutes are recorded within 30 days of the meeting.
Sources
A section 8 company is licensed under section 8 of the Companies Act, 2013. The shorter board calendar and the different quorum come from the exemptions notified for that class of company.