Short Answer
Yes — through a One Person Company. A company may be formed by one person, but only where the company to be formed is a One Person Company, and a One Person Company is a private company. (Companies Act, 2013, Section 3(1)(c)) [1]
What you cannot do is form an ordinary private company with a single subscriber: the Act requires two or more persons for that. (Companies Act, 2013, Section 3(1)(b)) [2]
So the short answer has a caveat: one person can own a private limited company, but the vehicle has to be a One Person Company.
What the Act Says, Section by Section
A company may be formed for any lawful purpose by seven or more persons (public company), two or more persons (private company), or one person (One Person Company). (Companies Act, 2013, Section 3(1)) [3]
A "One Person Company" is defined as a company which has only one person as a member. (Companies Act, 2013, Section 2(62)) [4]
And a One Person Company is expressly described in Section 3(1)(c) as "One Person Company that is to say, a private company" — so it is a species of private company, not a separate category. (Companies Act, 2013, Section 3(1)(c)) [5]
The Nominee Requirement
A One Person Company differs from an ordinary private company in one structural way: its memorandum must indicate the name of the other person who will become the member on the subscriber's death or incapacity, and that person's prior written consent must be filed with the Registrar along with the memorandum and articles. (Companies Act, 2013, Section 3(1) proviso) [6]
This is why a One Person Company is not simply "a private company with one shareholder" — the continuity of the single membership is built into the constitution. (Companies Act, 2013, Section 3(1) proviso; Section 2(62)) [7]
The nominee's prior written consent is filed in Form INC-3. (Companies (Incorporation) Rules, 2014, Rule 4) [8]
Ordinary Private Company vs One Person Company
| Feature | Ordinary private company | One Person Company |
|---|---|---|
| Minimum subscribers | Two or more persons | One person |
| Statutory basis | Section 3(1)(b) | Section 3(1)(c) |
| Is it a private company? | Yes | Yes — Section 3(1)(c) says "that is to say, a private company" |
| Nominee in the memorandum | Not required | Required by the proviso to Section 3(1) |
| Member limit in the articles | Two hundred, as per Section 2(68) | Excepted from the two hundred limit by Section 2(68)(ii) |
(Companies Act, 2013, Sections 3(1)(b), 3(1)(c), 2(62) and 2(68)) [9]
The two-hundred-member limit comes from the definition of "private company", which requires the articles to restrict the right to transfer shares and — except in the case of a One Person Company — to limit the number of members to two hundred. (Companies Act, 2013, Section 2(68)) [10]
Private vs Public — the Distinction That Matters
A "public company" is defined negatively and by capital: it is a company which is not a private company and has a minimum paid-up share capital as may be prescribed. (Companies Act, 2013, Section 2(71)) [11]
So the private/public distinction is driven by the articles (transfer restrictions and member limit), not by the number of owners. That is why a One Person Company, despite having one member, is a private company. (Companies Act, 2013, Section 2(68); Section 2(71)) [12]
There is no minimum paid-up share capital for either a private or a public company: the words prescribing a minimum ("of one lakh rupees or such higher paid-up share capital as may be prescribed") were omitted from both definitions by the Companies (Amendment) Act, 2015. (Companies Act, 2013, Section 2(68) as amended by the Companies (Amendment) Act, 2015) [13]
Why the Number of Owners Is Not the Test
The number of owners decides which route you use, not whether the company is private. Section 3(1) fixes who may subscribe — seven for a public company, two for a private company, one for a One Person Company — while Section 2(68) fixes what makes a company private: the articles must restrict the right to transfer shares and, except for a One Person Company, limit the members to two hundred. That is the statutory reason a company with a single member can still sit inside the private company family. (Companies Act, 2013, Section 3(1); Section 2(68)) [14]
What the Company Needs to Be Formed
The memorandum must state the company's name, with the last words "Private Limited" for a private company, and the State in which the registered office is to be situated. (Companies Act, 2013, Section 4(1)) [15]
The articles must contain the regulations for management of the company, and any prescribed matters. (Companies Act, 2013, Section 5(1) and 5(2)) [16]
The memorandum and articles must be duly signed by all subscribers, and a prescribed declaration must be filed by the specified professionals and by a person named in the articles. (Companies Act, 2013, Section 7(1)(a) and 7(1)(b)) [17]
The company comes into existence on the date mentioned in the certificate of incorporation issued under Section 7(2), and from that date the memorandum and articles bind the company and its members. (Companies Act, 2013, Section 7(2) and 7(3); Section 10) [18]
Both routes are filed through the same integrated incorporation form, SPICe+, whose Part B covers incorporation together with the linked e-MoA (INC-33) and e-AoA (INC-34) forms; the fee applicable is set by the Registrar and should be checked before filing. (MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7) [19]
FAQ
Q1: Can one person own a private limited company in India?
Yes, if it is a One Person Company. Section 3(1)(c) permits formation by one person where the company is to be a One Person Company, and describes it as a private company. (Companies Act, 2013, Section 3(1)(c)) [20]
Q2: Can an ordinary private company have just one shareholder?
No. An ordinary private company is formed by two or more persons under Section 3(1)(b). (Companies Act, 2013, Section 3(1)(b)) [21]
Q3: Is a One Person Company a private limited company?
Yes. Section 3(1)(c) describes it as "One Person Company that is to say, a private company". (Companies Act, 2013, Section 3(1)(c); Section 2(62)) [22]
Q4: Does a One Person Company need a nominee?
Yes. The memorandum must indicate the person who will become the member on the subscriber's death or incapacity, with that person's prior written consent filed with the Registrar. (Companies Act, 2013, Section 3(1) proviso) [23]
Q5: What is the maximum number of members in a private company?
Two hundred, as required by the definition of "private company" — except in the case of a One Person Company, which is expressly excepted. (Companies Act, 2013, Section 2(68)) [24]
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Internal links: See makeitlegit.in/start for entity selection guidance, and makeitlegit.in/tools/company-type-comparison for a side-by-side comparison of entity types.
Primary source: Companies Act, 2013 — Sections 2(62), 2(68), 2(71), 3, 4, 5, 7 and 10.
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Sources
- Companies Act, 2013, Section 3(1)(c) — one person, where the company is to be One Person Company that is to say, a private company
- Companies Act, 2013, Section 3(1)(b) — two or more persons, where the company to be formed is to be a private company
- Companies Act, 2013, Section 3(1) — Formation of company
- Companies Act, 2013, Section 2(62) — "One Person Company"
- Companies Act, 2013, Section 3(1)(c) — One Person Company that is to say, a private company
- Companies Act, 2013, Section 3(1) proviso — nominee of a One Person Company
- Companies Act, 2013, Section 3(1) proviso — nominee; Section 2(62) — "One Person Company"
- Companies (Incorporation) Rules, 2014, Rule 4 — One Person Company
- Companies Act, 2013, Sections 3(1)(b), 3(1)(c), 2(62) and 2(68) — private company and One Person Company
- Companies Act, 2013, Section 2(68) — "private company"
- Companies Act, 2013, Section 2(71) — "public company"
- Companies Act, 2013, Section 2(68) — "private company"; Section 2(71) — "public company"
- Companies Act, 2013, Section 2(68) as amended by the Companies (Amendment) Act, 2015
- Companies Act, 2013, Section 3(1) — Formation of company; Section 2(68) — "private company"
- Companies Act, 2013, Section 4(1) — Memorandum
- Companies Act, 2013, Section 5(1) and 5(2) — Articles
- Companies Act, 2013, Section 7(1)(a) and 7(1)(b) — signatures and declaration
- Companies Act, 2013, Section 7(2) and 7(3) — certificate of incorporation; Section 10 — Effect of memorandum and articles
- MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7 — Incorporation of company
- Companies Act, 2013, Section 3(1)(c) — One Person Company
- Companies Act, 2013, Section 3(1)(b) — private company
- Companies Act, 2013, Section 3(1)(c); Section 2(62) — "One Person Company"
- Companies Act, 2013, Section 3(1) proviso — nominee of a One Person Company
- Companies Act, 2013, Section 2(68) — "private company"
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See Also
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