The minute OCR wants with your annual return: the board’s report and the audited accounts approved, next year’s auditor appointed, and someone authorised to file on CAMIS. The standard agenda is already ticked — fill in the names and figures, print, sign.
Section 76 of the Companies Act 2063 is written around public companies: a first annual general meeting within a year of being permitted to commence business, then one within six months of the end of each financial year. A private company mostly holds one because its own articles say so. The standard articles — including the ones our AOA generator writes — provide for a first AGM within twelve months of incorporation and one within six months of each year end after that, called on at least fifteen days’ notice.
Section 148 is the exception. Where a consensus agreement between a private company’s shareholders says the AGM shall not be held, the company need not hold one for the life of that agreement, provided the agreement also says how the decisions the meeting would have made get made instead. Section 149 lets a private company pass written resolutions. Neither route excuses the audited accounts, which still go to the OCR every year — see our annual compliance guide.
The business is close to identical every year, which is why the agenda here comes pre-ticked: approve the board’s annual report, adopt the audited balance sheet, profit and loss account and cash flow statement with the auditor’s report, appoint next year’s auditor and fix the fee, and — when they arise — appoint directors and declare a dividend or bonus shares. Section 77(6) treats appointing directors and fixing their remuneration as ordinary AGM business.
For a private company, Section 111(1) has the auditor appointed as the memorandum, articles or consensus agreement provide, and only failing that by the general meeting. In practice the AGM is where most private companies do it. The auditor holds office only until the next AGM (s.111(2)), so it is an annual decision, and the OCR must be told the auditor’s name within fifteen days of the appointment. The minute records both.
This generator lays out the minute and fills your figures in. It does not check that the meeting was properly called, that the quorum in your articles was met, or that a dividend is payable out of distributable profit — read your articles, or ask us.
An AGM minute — वार्षिक साधारण सभाको निर्णय — is the record of what the shareholders decided at the annual meeting. Two separate obligations under Section 80 hang off it, and they run to different clocks:
The CAMIS annual report asks whether the AGM was held, its date in BS and AD, the percentage of shareholders present, the date the accounts were approved, the auditor’s UDIN, and next year’s auditor. This minute carries the meeting-side answers: the date, the attendance and shares represented, the approval of the accounts and the new appointment. Our CAMIS annual return guide walks through each screen.
The board meets before the shareholders do: it approves the draft accounts and its own annual report, recommends any dividend, and calls the AGM. That decision is a separate document — use our board minute generator for it. Its meeting-type menu offers वार्षिक साधारण सभा too, but with a blank agenda; this page is the one with the standard AGM business written out.
A Pvt. Ltd. may have a single shareholder, and for it a “meeting” is a formality. If the articles still require an AGM, hold it on paper: list yourself as the only shareholder present with all the shares, chair it, and sign as chairman. The decisions — accounts, auditor, the filing authority — are the same as for any other company, and so is the s.80(2) deadline. Many sole-shareholder companies record the year’s decisions as a Section 149 written resolution instead.
If you would rather hand over the whole cycle — auditor appointment, the fifteen-day notice, the AGM papers and the CAMIS filing — see our company compliance service.
Not always. Section 76 of the Companies Act 2063 imposes the AGM on public companies; a private company holds one when its articles require it. Under Section 148, a private company whose shareholders’ consensus agreement says no AGM shall be held need not hold one, provided the agreement sets out how those decisions are made instead.
Under Section 80(1), within thirty days of the AGM: the number of shareholders present, the financial statement, the board and auditor reports and the decisions taken. Separately, Section 80(2) requires the audited financial statement and audit report within six months of the financial year end, which for a Shrawan–Ashad year falls around Poush end.
Under Section 111(1), the auditor of a private company is appointed as its memorandum, articles or consensus agreement provide, and failing that by the general meeting. The auditor holds office only until the next AGM, and the OCR must be told the name within fifteen days of the appointment.
Your articles set it, as a share of the issued shares that must be represented in person or by proxy. Count the shares of everyone present before the meeting starts; the minute records the percentage, and CAMIS asks for the same figure. If the quorum is not met, the standard articles have the meeting called again on at least seven days’ notice.
Yes. The sole shareholder attends with all the shares, chairs the meeting and signs the minute. The business is the same as for any company: the annual report, the audited accounts, the next auditor and the authority to file with the OCR.
We coordinate the audit, prepare the board and AGM minutes, notify the auditor’s appointment and file the annual report on CAMIS — before the deadline turns into a fine on the directors.