(1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a .
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a , 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 , it shall be sufficient if, in case of One Person Company, the resolution is communicated by the 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.
(4) Notwithstanding anything in this Act, where there is only one director on the 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 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.
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
2.1.7-Companies (Incorporation) Rules,2014
7. Conversion of private company into One Person Company.-
(1) A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or and average annual turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.
(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors. (3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in
The company shall file an application in for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely :-
(i) altered e-MOA and e-AOA;
(ii) copy of NOC of every creditors with the application for conversion;
(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.
The company shall file an application in for its conversion into One Person Company along with fees as provided in in the by attaching the following documents, namely:-
(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, ;
(ii) the list of members and list of creditors;
(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and (iv) the copy of No Objection letter of secured creditors.
(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.
If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues
- Omitted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here.
- Substituted by Companies (Incorporation) Amendment Rules, 2015. To view the notification,Click Here