Query regarding Meeting in One Person Company (OPC)
This query is : Resolved
PRANAY SHAH
(Querist)
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?
Ram Avtar Singh
(Expert)
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.
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