Query regarding Meeting in One Person Company (OPC)
This query is : Resolved
28 May 2025
In case of an One Person Company, is it mandatory to conduct a meeting and prepare minutes of meeting? If Yes, who should be appointed as another director for the purpose of Quorum?
07 June 2025
No, it is not mandatory to conduct Board Meetings or General Meetings in the traditional sense if the OPC has only one director.
Legal Basis:
Section 173(5) of the Companies Act, 2013:
"An OPC with only one director is exempt from holding Board Meetings."
Section 122 of the Companies Act, 2013:
The provisions of Section 173 (Board Meetings) and Section 174 (Quorum) do not apply to an OPC having only one director.
2. Is it necessary to prepare Minutes?
Yes, Resolutions passed by the sole member (shareholder) or sole director must be recorded in the Minutes Book and signed and dated.
Even though no formal meeting is held, recording decisions in writing is mandatory for statutory compliance.
3. Is any other director required for quorum?
No, if there is only one director, quorum is not required.
However, if the OPC has more than one director, then normal provisions of Board Meetings, quorum (Section 174), and minutes apply.
No, it is not mandatory to conduct Board Meetings or General Meetings in the traditional sense if the OPC has only one director.
Legal Basis:
Section 173(5) of the Companies Act, 2013:
"An OPC with only one director is exempt from holding Board Meetings."
Section 122 of the Companies Act, 2013:
The provisions of Section 173 (Board Meetings) and Section 174 (Quorum) do not apply to an OPC having only one director.
2. Is it necessary to prepare Minutes?
Yes, Resolutions passed by the sole member (shareholder) or sole director must be recorded in the Minutes Book and signed and dated.
Even though no formal meeting is held, recording decisions in writing is mandatory for statutory compliance.
3. Is any other director required for quorum?
No, if there is only one director, quorum is not required.
However, if the OPC has more than one director, then normal provisions of Board Meetings, quorum (Section 174), and minutes apply.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Off Market debit and credit transaction
- Showing Gift from relative in ITR for this year
- Share accounting-->fifo - capital gain - period as per fifo?
- Short Term Capital gain on shares bought and sold after 2018 onwards
- ITR selection for salaries and capital gain less than L
- Soyabean hsn code and gst rate
- ITR filing- non tax audit cases- Asstt.Year 2026-2027
- Treatment of Pension ?annuity returns on PMVY
- Scrutiny assessments u/s 143(2) for AY 25-26
- One Post a Week Done Right Beats Seven Done Wrong
- TDS on payment to CHA as per new section
- Sale of Forign Shares
- INCOME TAX ON REDEVELOPEMENT OF FLAT
- Form 10E u/s 89(1). Need clarification because experts opinions differ !!!!
- Gst invoice numbering and delivery challan numbering
- Standard Deduction claim for EPFO Pension and ICICI Prudential Life Annuity
- Small dealers gst returns filing
- Sales amount in Gstr1
- CG after sale of flat
- E Commerce GSTR1 & 3B how to file
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani
Subscribe to Pro
Join an elite circle of professionals
CAclubindia
