valid as on 13/10/2021

Section 122.Applicability of this Chapter to One Person Company.
Effective from 01-04-2014

(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.

2(62) One Person Company means a company which has only one person as a member
2(20) Company means a company incorporated under this Act or under any previous company law
2(63) Ordinary or special resolution means an ordinary resolution, or as the case may be, special resolution referred to in section 114
2(55) Member in relation to a company, means—

(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(10) Board of Directors, in relation to a company, means the collective body of the directors of the company
2(34) Director means a director appointed to the Board of a company

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

(4) 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

  1. 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.
  2. Substituted by Companies (Incorporation) Amendment Rules, 2015. To view the notification,Click Here
To view the return,Click Here
To view the return,Click Here
Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014.
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.
Inserted vide Companies (Incorporation) Amendment Rules, 2015 Dated 1st may, 2015. To view the notification,Click Here

Companies (Incorporation) Second Amendment Rules, 2021 dated 01.02.2021 w.e.f. 01.04.2021


Enforcement Notification S.O. 902(E) dated 26/03/2014


FORM NO INC-6 substituted vide notification dated 01.02.2021 w.e.f. 01.04.2021


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