One Person Company
Also called: OPC
Under Section 2(62) of the Companies Act, 2013, a company which has only one person as a member. It is a form of private company formed under Section 3(1)(c).
Explained
Section 2(62) of the Companies Act, 2013 defines One Person Company as a company which has only one person as a member. Section 3(1)(c) allows such a company to be formed by one person subscribing his name to a memorandum, and describes it as a private company. The concept was introduced by the 2013 Act; the Companies Act, 1956 required at least two members for a private company.
The nominee is the distinctive feature. The first proviso to Section 3(1) requires the memorandum to indicate the name of another person, with his prior written consent, who shall become the member on the subscriber's death or incapacity to contract, and that consent must be filed with the Registrar at incorporation. The nominee may withdraw consent and the member may change the nominee, and such a change is not deemed an alteration of the memorandum. The Companies (Incorporation) Rules, 2014 lay down who may incorporate an OPC and act as nominee.
The Act relaxes several requirements. Under Section 12, the words "One Person Company" must appear in brackets below its name wherever printed, affixed or engraved. Section 96 exempts it from holding an annual general meeting, and Section 122 provides that resolutions may be passed by the member communicating them to the company and entering them in the minutes book. Section 149 requires a minimum of one director, Section 173(5) deems one Board meeting in each half of a calendar year sufficient, and its financial statement need not include a cash flow statement under the proviso to Section 2(40). Under Section 193, a contract with the sole member who is also a director, not in the ordinary course of business, must be in writing or recorded in the Board minutes, and the Registrar informed within fifteen days.
Examiners test the nominee requirement, the exemption from AGM, the minimum number of directors and the contract rule in Section 193.
What the law says
(62) “One Person Company” means a company which has only one person as a member;
Clause (62) defines One Person Company
(c) one person, where the company to be formed is to be One Person Company that is to say, a private company,
by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration:
Provided that the memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company and the written consent of such person shall also be filed with the Registrar at the time of incorporation of the One Person Company along with its memorandum and articles:
Formation by one person and the nominee provisos
(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:
Exemption from annual general meeting
(1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall be transacted, in case of One Person Company, as provided in sub-section (3).
(3) For the purposes of section 114, any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act.
Meetings and resolutions of One Person Company
(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing a special resolution:
Minimum one director
(1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:
Provided that nothing in this sub-section shall apply to contracts entered into by the company in the ordinary course of its business.
(2) The company shall inform the Registrar about every contract entered into by the company and recorded in the minutes of the meeting of its Board of Directors under sub-section (1) within a period of fifteen days of the date of approval by the Board of Directors.
Contract by One Person Company with sole member
For the exam
- Section 2(62): only one person as a member; a private company under Section 3(1)(c).
- The memorandum must name a nominee with prior written consent.
- Change of nominee is not an alteration of the memorandum.
- No AGM required (Section 96); minimum one director (Section 149).
- Section 193: contract with sole member-director recorded and filed with the Registrar within 15 days.
16 questions in the Law Maker question bank use this term. Practise Company Law questions
Related terms
- Private companyA company whose articles restrict share transfer, limit members to two hundred (except a One Person Company) and bar public invitation to subscribe for its securities. Section 2(68), Companies Act, 2013.
- Public companyUnder Section 2(71) of the Companies Act, 2013, a company that is not a private company and has the prescribed minimum paid-up capital, including a subsidiary of a non private company.
- Small companyUnder Section 2(85) of the Companies Act, 2013, a company other than a public company whose paid-up capital and turnover are both within the prescribed limits.
- Independent directorA director, other than a managing, whole-time or nominee director, who meets the independence criteria in Section 149(6) of the Companies Act, 2013 (Section 2(47)).
- Government companyA company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, one or more State Governments, or both, including a subsidiary of such a company.
Further reading
Checked 6 November 2026. Statutory text is quoted from the Bare Acts library, taken from India Code. See the full glossary.