Company Meeting Minutes Preparation in Nepal
Every registered company in Nepal must maintain proper minutes of Board Meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs) under the Companies Act 2063 BS. These minutes are legal documents and are required for OCR filings, bank updates, and compliance.
Types of Company Meetings Requiring Minutes
Board Meeting: Regular meetings of the board of directors to make operational decisions. Should be held at least quarterly. Minutes record decisions taken and attendance.
Annual General Meeting (AGM): Mandatory yearly meeting of shareholders. Must be held within 6 months of fiscal year-end. Approves annual accounts, elects directors, and appoints auditors.
Extraordinary General Meeting (EGM): Called for specific urgent matters requiring shareholder approval — major decisions like capital increase, MOA amendments, or merger proposals.
What Must Be Included in Meeting Minutes?
- Meeting date, time, and venue
- Names of persons present (directors, shareholders, or invitees)
- Confirmation of quorum
- Agenda items discussed
- Resolutions passed (wording must be precise and unambiguous)
- Voting results (if applicable)
- Signature of chairperson (and secretary if applicable)
Step-by-Step Process
- 1
Notice preparation and dispatch
Prepare and send proper notice to all directors/shareholders at least 7 days before a board meeting (or as specified in the AOA).
- 2
Meeting conduct
Hold the meeting with required quorum. Record attendance, agenda discussion, and all decisions.
- 3
Minutes drafting
Prepare formal minutes within 7 days of the meeting. Language must be clear, precise, and legally accurate.
- 4
Chairperson signature
Minutes must be signed by the chairperson of the meeting. Unsigned minutes are not legally valid.
- 5
Minutes Register maintenance
File signed minutes in the company's Minutes Register. This register must be maintained at the registered office and available for inspection.
Let Professionals Draft Your Minutes
Poorly worded or incomplete meeting minutes have caused significant legal and compliance problems for Nepali companies — OCR rejections, bank disputes, and shareholder conflicts. Chartered Corporate drafts legally precise, OCR-compliant minutes for board meetings, AGMs, and EGMs. We maintain your minutes register as part of our annual compliance service.Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.