OPC First 90 Days: Nominee, Auditor and Solo-Director Discipline

Short answer: A One Person Company has only one member — and its memorandum must name a nominee with written consent from incorporation (Companies Act, 2013, ss. 2(62), 3). The first 90 days then run these clocks: nominee record, first auditor and registered-office verification within 30 days, meeting relief, contract discipline, and INC-20A by day 180.

An OPC is a company with company law switched to solo mode — most provisions apply, a named few switch off, and the rest compress into minuted resolutions. This checklist runs the solo-mode differences in calendar order.

Days 1–7 — Nominee record: the second name that makes one-person work

Formation needs one person, but the memorandum must indicate the nominee — the other person who steps in on death or incapacity — with prior written consent filed at incorporation (Companies Act, 2013, s. 3). The member may change the nominee at any time, but must intimate the company of every change (Companies Act, 2013, s. 3).

Day-7 deliverable: incorporation certificate, MOA/AOA with nominee + consent on record, and a diary note that nominee details are living data — marriage, fallout, or relocation of the nominee means a fresh consent and intimation, not a fond memory of the original filing. On a change, the member intimates the company in writing, and the company files the change with the Registrar in Form No. INC-4, carrying the new nominee's consent as a declaration, within thirty days of receiving the intimation, with the fee set by the Companies (Registration Offices and Fees) Rules, 2014 (Companies (Incorporation) Rules, 2014, r. 4(5), as amended by G.S.R. 42(E), w.e.f. 23 January 2023).

Choose the nominee for succession, not sentiment. The nominee becomes the member on the subscriber's death or incapacity to contract — that is the provision's whole point (Companies Act, 2013, s. 3). Pick someone who can actually run or wind up the business: reachable and willing — willingness proven by the written consent, not assumed at a family dinner. The rules narrow the field: the nominee must be a natural person who is an Indian citizen, not a minor, and not already a nominee in another OPC (Companies (Incorporation) Rules, 2014, r. 3(1)(b), 3(2), 3(4)). The nominee may withdraw consent by written notice to the member and the company; the member must then nominate someone else within fifteen days, and the company files the withdrawal and new nomination in Form No. INC-4 within thirty days (Companies (Incorporation) Rules, 2014, r. 4(3), 4(4)). Confirm willingness periodically rather than discovering withdrawal at the worst moment.

Run the full change chain when the nominee changes: member gives prescribed notice, intimates the company (in the memorandum or otherwise, within prescribed time and manner), and the company intimates the Registrar likewise — with the comfort that such a change is not deemed a memorandum alteration (Companies Act, 2013, s. 3). A change that stops at the member's intention — no company intimation, no RoC filing — leaves the old nominee on record at exactly the moment the record matters.

Days 8–30 — First auditor before the 30-day clock runs out

The first auditor (non-Government company) is appointed by the Board within thirty days of registration (Companies Act, 2013, s. 139). In a single-director OPC that "Board" is one signature in the minutes book (Companies Act, 2013, s. 122(4)) — but the deadline does not stretch for being solo. If the Board fails, it must inform the members, who appoint the auditor within ninety days at an extraordinary general meeting (Companies Act, 2013, s. 139(6)); in an OPC that member business passes by resolution entered in the minutes book (Companies Act, 2013, s. 122(3)).

Fix the auditor's written consent and eligibility certificate alongside the appointment, and open the statutory books the auditor will want: minutes book (which in an OPC carries unusual weight — see below), the register of members (Companies Act, 2013, s. 88(1)(a)), the register of directors and key managerial personnel kept at the registered office (Companies Act, 2013, s. 170(1)), and books of account from day one (Companies Act, 2013, s. 128(1)).

Days 31–60 — Meetings: relief, not absence

Board-meeting law relaxes but does not vanish. OPCs (with small and dormant companies) are deemed to comply if at least one board meeting is held in each half of a calendar year with a gap of not less than ninety days between the two — and for an OPC with only one director, neither that sub-section nor the quorum rule in s. 174 applies (Companies Act, 2013, s. 173(5) and proviso).

What replaces meetings is paper. General-meeting provisions (ss. 98, 100–111) never apply to OPCs; AGM business travels by member-communicated resolution entered, signed, and dated in the minutes book (Companies Act, 2013, s. 122). Where only one director sits, board business is transacted the same way — resolution in the minutes book, signed and dated, deemed the board meeting's date (Companies Act, 2013, s. 122). The minutes book is therefore the OPC's parliament: maintain it contemporaneously, because backdated minutes are hard to defend. Log every s. 122 resolution the week it is made — auditor appointment, contract approvals, AGM business, account adoption — each signed, dated, and filed in sequence. A minutes book written the night before an inspection reads exactly like what it is; a contemporaneous one is the solo founder's cheapest insurance, and the auditor appointed in days 8–30 will want to see it.

Days 61–90 — Contracts with yourself, on paper

Every OPC founder contracts with their own company — office lease, salary, loans. Where the OPC contracts with its sole member-cum-director, the contract must be in writing, or its terms must be in a memorandum or recorded in the minutes of the first board meeting held after the contract (ordinary-course contracts excepted), and the Registrar must be informed of every contract so recorded in the minutes within fifteen days of board approval (Companies Act, 2013, s. 193). This clock starts with the first such contract, often in week one. Minute the contract and diary the 15-day RoC filing together, never separately.

Draw the ordinary-course boundary in writing. The statute excepts ordinary-course contracts from s. 193's minute-and-inform machinery — but the boundary is argued after the fact, so record your position contemporaneously: a one-page note per recurring contract class (client services, software subscriptions, rent at market rate) stating why it is ordinary course, approved by minuted resolution. Salary to the member-director, loans either direction, and asset transfers are never safely assumed ordinary — minute and inform those as routine. When in doubt, file: an unnecessary RoC intimation costs little, while a missing mandatory one is a default under s. 193(2).

Two filings sit behind the right to trade. Every company, an OPC included, furnishes verification of its registered office within thirty days of incorporation (Companies Act, 2013, s. 12(2)), and, where the OPC has a share capital and was incorporated after the Companies (Amendment) Act, 2019 commenced, a director files the commencement-of-business declaration — that every subscriber has paid for the shares agreed to be taken — within one hundred and eighty days of incorporation, in Form No. INC-20A; until both are filed the company may not commence business or exercise borrowing powers (Companies Act, 2013, s. 10A(1); Companies (Incorporation) Rules, 2014, r. 23A). Diarise both from day one.

There is no capital or turnover tripwire to watch. The old rule forcing an OPC to convert once paid-up capital or turnover crossed set limits was replaced from 1 April 2021; conversion into a private or public company is now voluntary, by s. 122(3) resolution, s. 18 compliance and Form No. INC-6 (Companies (Incorporation) Second Amendment Rules, 2021, G.S.R. 91(E), substituting r. 6).

90-day calendar

Worked example: solo consultant incorporates 1 April 2026

A incorporates an OPC 1 April with B (spouse) as nominee with written consent (Companies Act, 2013, s. 3). Board minute of 25 April appoints the first auditor — inside 30 days (Companies Act, 2013, s. 139). Single director: the half-yearly meeting rule does not apply, and board business passes by minutes entry (Companies Act, 2013, ss. 122(4), 173(5)); the 1 May oral arrangement with self for office use, not reduced to writing, is recorded in the Board minutes of 2 May, which is what obliges the company to inform the RoC within 15 days of that approval, by 17 May (Companies Act, 2013, ss. 122, 193(1)-(2)). AGM-season: no meeting, just the member resolution in the minutes book (Companies Act, 2013, s. 122). September falling-out with B means a new nominee's consent, written intimation to the company, and the company's INC-4 within thirty days, not silence (Companies (Incorporation) Rules, 2014, r. 4(5)).

Documents checklist

• Incorporation set: certificate, MOA/AOA, nominee consent (Companies Act, 2013, s. 3).
• First-auditor minute + consent/eligibility (Companies Act, 2013, s. 139).
• Minutes book with s. 122 resolutions (Companies Act, 2013, s. 122).
• s. 193 contract file + 15-day RoC proofs (Companies Act, 2013, s. 193).
• Nominee-change file when triggered: member's written intimation, new nominee's consent, Form No. INC-4 filed within thirty days (Companies (Incorporation) Rules, 2014, r. 4(5)).
• Registered-office verification and INC-20A declaration (Companies Act, 2013, ss. 10A, 12(2)).

Frequently asked questions

Does a single-director OPC hold board meetings?
Not under s. 173(5): for an OPC with only one director, the half-yearly meeting rule and the s. 174 quorum rule do not apply (Companies Act, 2013, s. 173(5), proviso).

How is board business then recorded?
By signed, dated resolutions in the minutes book, deemed the meeting date (Companies Act, 2013, s. 122).

When must the first auditor be appointed?
Within 30 days of registration by the Board (Companies Act, 2013, s. 139).

Can the nominee be changed later?
Yes, at any time, by written intimation to the company with the new nominee's consent; the company files Form No. INC-4 within thirty days (Companies Act, 2013, s. 3; Companies (Incorporation) Rules, 2014, r. 4(5)).

Must contracts with myself be reported?
If outside ordinary course: in writing, or terms recorded in a memorandum or the next board minutes; a contract recorded in the minutes is reported to the RoC within 15 days of board approval (Companies Act, 2013, s. 193).

Does an OPC hold an AGM?
No meeting — AGM business passes by member resolution in the minutes book (Companies Act, 2013, s. 122).

Sources

• Companies Act, 2013, ss. 2(62), 3, 10A, 12, 88, 122, 128, 139, 170, 173, 193 (OPC formation, nominee, commencement, registered office, registers, meetings relief, auditor, contracts).
• Companies (Incorporation) Rules, 2014, rr. 3, 4, 6, 23A, as amended by G.S.R. 91(E) (2021) and G.S.R. 42(E) (2023).

Law stated as at 19 October 2026; check later amendments.

Next step: Send your incorporation set and nominee position through MakeItLegit business services and get the 90-day clocks — auditor, minutes, contracts — started in order.