Setting up a board and advisers for a small brewery company

The board you must have and the one you need

Most Indian craft breweries are set up as private limited companies. Company law requires at least two directors for a private company, with at least one resident in India. It also sets a minimum number of board meetings each year. Your company secretary or chartered accountant will keep you compliant on the formal side.

That is the board you must have. The board you need is a small group who look at the numbers every month, ask awkward questions and know things the founders do not. In a two-founder brewery, the statutory board is often just the founders. That is legal. It is also two people agreeing with each other.

Directors and advisers are different jobs

A director carries legal duties and liabilities. Directors sign off accounts, approve major decisions and can be held responsible when the company fails to meet its obligations, including tax and statutory dues. Bringing someone onto the board is a serious step for them and for you.

An adviser carries no such duties. Advisers give time and judgement, usually in a defined area, without a seat on the statutory board. For most small breweries an informal advisory board of two to four people is more useful than adding directors early. Investors may want a board seat as a condition of funding, which is a separate conversation covered in our guide to brewery funding options.

Who belongs around the table

Think about the gaps in the founding team, not the people you already like. A brewery's typical blind spots are:

• Brewing and quality. If no founder is a trained brewer, an experienced brewer as adviser is worth more than another investor. Our guide on choosing a consultant or full-time head brewer covers the hiring side.
• Finance. A chartered accountant or finance professional who will read your monthly accounts properly.
• Excise and licensing. Someone who knows how your state's excise department works in practice.
• Hospitality or sales. Someone who has run a restaurant, a bar group or a beverage sales team.

One person rarely covers more than one of these well. Three good advisers in three different areas beat one famous name.

Paying advisers

Small breweries seldom have cash for advisory fees. The common alternatives are a small equity grant that vests over time, a modest fee per meeting or a mix. Whatever you agree, put it in a short written agreement covering the time expected, confidentiality, how any equity vests and what happens when the arrangement ends.

Equity is permanent, so be careful with it. Give it for time and judgement over years, with vesting, not for one introduction. If you have co-founders, check how any grant interacts with your partner agreement. Use a lawyer for the paperwork. A friendly handshake over a pint is not a cap table.

What a useful board meeting looks like

Send a short pack three days before the meeting. Keep it to the numbers that tell you whether the brewery is healthy:

• Litres brewed, litres sold and the gap between them.
• Revenue, gross margin and cost per litre against plan.
• Cash in the bank and months of runway.
• Excise, GST and licence filings due and done.
• Quality: batches dumped, complaints and any lab results.
• Staff changes and open roles.

Spend the meeting on decisions and risks, not on reading the pack aloud. A board that asks why litres sold fell short of litres brewed by 8 percent this month and gets an answer about a leaking bright tank valve, has just earned its keep.

When to formalise further

As the brewery grows, raises outside money or plans a second site, the board needs more structure: a fixed calendar of meetings, written minutes, clear delegation of what management can decide alone and possibly an independent director. Investors will often set some of this as a condition. Start the habits early, while the stakes are small. The step up will feel like routine rather than a shock.

Most founders come from brewing, hospitality or a corporate job. Very few have sat on a board before. Learning to read a brewery's numbers the way a good board member does is a skill worth building on purpose, before the stakes rise.