One Person Company explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A One Person Company (OPC) is a company that has only one person as a member. The Companies Act, 2013 relaxes some provisions for it and prints those relaxations in the sections themselves. This guide builds a section-by-section table from the Act's own words, then adds the incorporation rules on who may form an OPC and how it converts. It reads the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022) and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked.
The Act says an OPC need not hold an annual general meeting (section 96(1)), the provisions on general meetings in sections 98 and 100 to 111 do not apply (section 122(1)), resolutions are communicated by the member and entered in the minutes-book (section 122(3)), a sole director's Board decisions are entered in the minutes-book (section 122(4)), the financial statement may omit the cash flow statement (section 2(40) proviso), and it files its financial statements within one hundred and eighty days from the close of the financial year (section 137(1), third proviso). It still needs a nominee, at least one director and the other Act provisions not relaxed. Private companies, including OPCs, have exemptions from some provisions by notification under section 462; check whether one applies.
The table
| Subject | Provision | What the text prints for an OPC |
|---|---|---|
| Meaning | Section 2(62) | A company which has only one person as a member |
| Formation | Section 3(1)(c) | One person; the memorandum names another person who, on the subscriber's death or incapacity to contract, becomes the member; the nominee's prior written consent is filed at incorporation. The nominee can withdraw consent, the member can change the nominee, and a change of nominee is not an alteration of the memorandum |
| Memorandum | Section 4(1)(f) | Name of the person who becomes the member on the subscriber's death |
| Name display | Section 12(3), second proviso | The words "One Person Company" in brackets below the name wherever printed, affixed or engraved |
| Private company limit on members | Section 2(68)(ii) | The two hundred member limit applies "except in case of One Person Company" |
| Financial statement | Section 2(40), proviso | May not include the cash flow statement |
| Annual return signature | Section 92(1), first proviso | Signed by the company secretary, or where there is no company secretary, by the director. An abridged annual return may be prescribed (second proviso) |
| AGM | Section 96(1) | "Every company other than a One Person Company" holds an AGM |
| General meeting provisions | Section 122(1) | Section 98 and sections 100 to 111 (both inclusive) do not apply |
| Business of the AGM | Section 122(2) and (3) | The ordinary business is transacted as provided in sub-section (3): the resolution is communicated by the member to the company and entered in the minutes-book under section 118, signed and dated by the member; that date is deemed the date of the meeting |
| Board resolutions, one director | Section 122(4) | Where there is only one director, the resolution is entered in the minutes-book, signed and dated by him; that date is deemed the date of the Board meeting |
| Approval of financial statements | Section 134(1) | Signed by one director only |
| Board's report | Section 134(3A) and (4), rule 8A | The Central Government may prescribe an abridged report for an OPC or small company (rule 8A prints the items); for an OPC the report means a report with the Board's explanations or comments on every qualification, reservation, adverse remark or disclaimer by the auditor (section 134(4)) |
| Filing financial statements | Section 137(1), third proviso | Within one hundred and eighty days from the closure of the financial year, adopted by the member |
| Minimum directors | Section 149(1)(a) | One director in the case of an OPC (two for a private company, three for a public company) |
| Board meetings | Section 173(5) | At least one meeting in each half of a calendar year with a gap of not less than ninety days; the proviso says section 173(5) and section 174 do not apply to an OPC with only one director |
| Contracts with the sole member | Section 193 | An OPC limited by shares or guarantee that contracts with its sole member who is also its director must either have the contract in writing or record its terms in a memorandum or in the minutes of the first Board meeting after the contract, except contracts in the ordinary course of business; the company informs the Registrar within fifteen days of the Board's approval |
| Lesser penalties | Section 446B | Where a penalty is payable by an OPC, small company, start-up company or Producer Company, the penalty is not more than one-half of that specified, subject to a maximum of two lakh rupees for the company and one lakh rupees for an officer |
Section 152 and the rest of the Act apply as written; the table lists only the provisions the Act relaxes for an OPC by words in the section. For the AGM-related sections, our guide on OPC annual compliance gives the yearly steps, and the OPC compliance checklist lists them. If you are forming or maintaining an OPC, see our One Person Company service.
The incorporation rules for OPCs
- Rule 3: only a natural person who is an Indian citizen, whether resident in India or otherwise, can incorporate an OPC or be the nominee. "Resident in India" means a person who has stayed in India for not less than one hundred and twenty days during the immediately preceding financial year (as the e-book prints it). A natural person cannot be a member of more than one OPC at a time, nor a nominee of more than one. If a member of an OPC becomes a member of another by being its nominee, he must meet the eligibility criteria within one hundred and eighty days. No minor can be a member or nominee or hold a share with beneficial interest. An OPC cannot be incorporated or converted into a Section 8 company and cannot carry out non-banking financial investment activities including investment in securities of any body corporate.
- Rule 4: nomination, with consent, mentioned in the memorandum and filed with the incorporation form; withdrawal of consent by notice; the member nominates another within fifteen days; changes are filed in Form INC-4 within thirty days. If the sole member dies or becomes incapable, the nominee becomes the member and nominates a successor within fifteen days; the company files the intimation within thirty days. See our guide on the OPC nominee.
- Rule 6: an OPC may be converted into a private or public company (not a Section 8 company) after increasing the number of members and directors to the minimum, maintaining the minimum paid-up capital, and complying with section 18; the resolution is passed in accordance with section 122(3); the application is in e-Form INC-6 with the altered memorandum and articles.
- Rule 7: a private company other than a Section 8 company may convert into an OPC by a special resolution, after obtaining the written no objection of members and creditors; the special resolution is filed in Form MGT-14 within thirty days; the application is in e-Form INC-6 with the altered memorandum and articles, the no objection of every creditor and the directors' affidavit confirming the consent of all members.
- Rule 7A: a fine up to five thousand rupees and a further fine up to five hundred rupees a day for contravention of the rules.
For the 2025 small company limits, which can apply to an OPC as a company other than a public company, see our thresholds table, and for the board's report format, see our board's report format for OPC and small company.
Worked example (invented names)
Ms Anita Rao is the sole member and director of Anita Crafts (OPC) Private Limited. She names her brother, Mr Dev Rao, as nominee, with his written consent filed at incorporation. In a year she wants to approve the accounts and appoint the auditor. No AGM is held. She signs the resolution, dates it, and enters it in the minutes-book; that date is deemed the meeting date (section 122(3)). She signs the financial statements alone (section 134(1)), which need not include a cash flow statement (section 2(40) proviso). The financial year closes 31 March 2026; the financial statements, adopted by her, are filed within one hundred and eighty days from that date, that is by 27 September 2026 (30 days in April + 31 + 30 + 31 + 31 + 27 = 180). As the only director she need not follow section 173(5), under its proviso.
Common mistakes
- Holding no minutes for the sole member's resolutions.
- Not signing and dating the entry; the date becomes the meeting date.
- Treating the exemption from AGM as exemption from filing.
- Having a minor or an ineligible person as nominee.
- Forgetting the section 193 contract record with the sole member.
Need help with an OPC?
We can set up the OPC, maintain the minutes-book and filings, and handle conversion when the time comes. See our One Person Company service.
Key takeaways
- An OPC need not hold an AGM; the member's signed and dated resolution entered in the minutes-book is enough.
- A sole director's Board decisions are likewise entered in the minutes-book.
- The cash flow statement may be omitted from the financial statement.
- Financial statements are filed within one hundred and eighty days of the year end.
- Rule 3 limits who may form an OPC and be its nominee.
Read next
- Board's Report Format for an OPC and a Small Company
- Decisions Without a Meeting: Circulation and Postal Ballot
- Companies Act Thresholds in One Table
- Annual Compliance for a One Person Company
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.