Secretarial Standards SS-1 & SS-2 explained for founders
Board meetings and general meetings have rules — set out in the Secretarial Standards issued by the ICSI and made mandatory under the Companies Act. Following them keeps your minutes and resolutions valid and your governance clean, which matters enormously when an investor or auditor reviews your records. Here is the founder-friendly version.
SS-1 — board meetings
SS-1 governs how board meetings are convened and conducted. In practice it covers:
- Notice: proper written notice of the meeting and agenda to every director.
- Quorum: the minimum number of directors who must be present for valid decisions.
- Conduct: how items are taken up, and how directors participate (including by video-conference where permitted).
- Minutes: recording decisions accurately, finalising and signing them within the prescribed time, and keeping the minutes book properly.
SS-2 — general meetings
SS-2 governs general meetings of shareholders, such as the AGM. It covers the notice period and contents, quorum, conduct of the meeting, voting (including e-voting where applicable), and the recording of minutes.
Why this matters for founders
- Valid resolutions: investors and acquirers check that board and shareholder approvals were passed correctly.
- Clean due diligence: well-kept minutes and registers speed up fundraising and transactions.
- Director protection: proper process is part of how directors demonstrate they acted correctly.
Getting into good habits early — proper notices, real quorum, and minutes written up promptly — costs very little and saves a great deal later.
Note: this is a general explainer, not advice on a specific situation. For help setting up compliant board and meeting processes, contact Akash & Co.