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30 Oct 2025

Key Compliance Exemptions and Requirements for OPCs

Key Compliance Exemptions and Requirements for OPCs

Key Compliance Exemptions and Requirements for OPCs

 

1.  Exemption from Certain Sections

Under Section 122(1):

The following sections of the Act do not apply to OPCs:

Section

Topic

98

Power of Tribunal to call meetings

100 – 111

Various provisions related to calling, conducting, and proceedings of general meetings, including notice, quorum, voting, proxies, and resolutions

Implication: OPCs are not required to hold Annual General Meetings (AGMs) or Extraordinary General Meetings (EGMs) in the conventional sense.

 

2. Ordinary Business Transactions (AGM)

Under Section 122(2):

  • Ordinary business matters (e.g., adoption of financial statements, declaration of dividends, appointment of directors or auditors) that a typical company would transact at an AGM, shall, in the case of an OPC, be transacted as per Section 122(3).

 

3. Resolutions in OPC – General Meeting Provisions Simplified

As per Section 122(3):

  • Any business (ordinary or special resolution) that must be transacted at an AGM or general meeting can be done through written resolution by the sole member.
  • Compliance Steps:
    1. The member shall communicate the resolution to the company.
    2. The resolution shall be entered in the minutes book maintained under Section 118.
    3. It shall be signed and dated by the member.
    4. That date is deemed to be the date of the meeting for all legal purposes.

No physical meeting is required.

 

4. Resolutions by Sole Director – Board Meetings Simplified

Under Section 122(4):

  • If there is only one director on the Board of an OPC, any business that would normally require a board meeting can be transacted by recording the resolution in the minutes book.
  • Compliance Steps:
    1. Resolution must be entered into the minutes book under Section 118.
    2. It must be signed and dated by the sole director.
    3. The date of signature is deemed to be the date of the Board Meeting.

No actual board meeting is needed if there is only one director.

 

Summary Table: Section 122 Compliance at a Glance

 

Requirement

Applicability to OPC

Compliance Action

Holding AGM

Not Applicable

Record resolutions as per Sec 122(3)

Calling EGM

Not Applicable

Not required

Passing Resolutions at General Meeting

Applicable with modification

Communicate & record resolution in minutes

Holding Board Meetings

Not required if only one director

Record resolution in minutes

Maintaining Minutes Book (Sec 118)

Mandatory

Maintain and sign resolutions

Voting, quorum, proxies, etc. (Sec 100–111)

Not Applicable

Exempted

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From the desk of CS SHARATH