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Provisions relating to One Person Company

Rupesh Khokle 
on 16 April 2013

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Definition [Section 2 (62)] - 

 “One Person Company” means a company which has only one person as a member.

Formation of company & Memorandum [Section 3 & 4] -

A person by subscribing to memorandum can form a company called ‘One Person Company’, such company may have analogous feature of private limited company. A member of One Person Company requires indicate/nominate other person in the memorandum who shall act in the event of his death or incapacity to contract. Such other person must furnish prior written consent to act and such consent to be filed with Registrar of Companies along with MoA & AoA.

A member of one person company may change/withdraw name of such other person at any time as may deem fit. A nominated person has also right to withdraw his consent to act at any point of time. It is duty of a member of One Person Company to inform the company on such changes and the company later shall intimate the Registrar of  Companies.

Registered office of company [Section 12] -

In addition to procedure laid down in Section 12, a name of ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

Annual Return [Section 92] -

The annual return containing particulars of Section 92 shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

Applicability of Chapter VII - Management and Administration to One Person Company

[Section 122]-

The provisions relating to power of tribunal to call meetings of the members, calling extra ordinary general meeting, notice of meeting, statement to be annexed to notice, quorum of meeting, chairman of meetings, proxies, restriction on voting rights, voting by show of hands, voting through electronics means, demand for poll, postal ballot, circulation of members resolution [Section 98 and Sections 100 to 111], shall not apply to a One Person Company.

Annual general meeting of One Person Company could be done according to Section 122 (3) Viz.

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.

A One Person Company having more than one member may voluntarily follow provisions relating to annual general meeting.

Financial Statement, Board’s Report, etc. [Section 134] -

In case of One Person Company the financial statement shall be approved and signed by one director. The report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is required to attach to the financial statement.

A One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year.

Company to have Board of Directors & Appointment of Director

[Section 149 & 152] -

One Person Company shall have at least one director and a maximum of fifteen directors.

If articles of One Person Company do not specify an appointment of first director, an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member in accordance with the provisions of this section.

Meeting of the Board & Quorum [Section 173 & 174] -

A One Person Company shall hold at least one meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings is not less than ninety days.

Section 122 sub-section (4) states that notwithstanding anything in this Act, where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director is entered in the minutes-book required to be maintained under Section 118 and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes under this Act.

If One Person Company having more than one director on its board the provision of this Section and Section 174 pertaining quorum of the meeting i.e. one-third of its total strength or two directors, whichever is higher shall apply.

Contract by One Person Company [Section 193] -

In case of contract with sole member who is also director of the company shall have to reduce in writing ensuring 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. The provisions of this section is not applicable in case of ordinary contracts.

The one person company shall intimate within 15 days from date of approval of Board of Directors to Registrar of Companies.


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