# Section 122 — How Meetings Work for One Person Company (OPC)
## The Big Picture
OPC has only one member (and may have only one director). Many meeting-related provisions become meaningless in that context. Section 122 therefore:
1. Excludes certain provisions altogether, AND
2. Substitutes a simpler resolution-by-entry mechanism.
## 1. Provisions That DO NOT Apply to OPC — Section 122(1)
| Section | Heading |
|---|---|
| Section 98 | Power of Tribunal to call meetings of members |
| Section 100 | Calling of EGM |
| Section 101 | Notice of meeting |
| Section 102 | Statement annexed to notice |
| Section 103 | Quorum |
| Section 104 | Chairman of meetings |
| Section 105 | Proxies |
| Section 106 | Restrictions on voting rights |
| Section 107 | Voting by show of hands |
| Section 108 | Voting through electronic means |
| Section 109 | Demand for poll |
| Section 110 | Postal ballot |
| Section 111 | Circulation of members' resolutions |
> Logic: With one member, there is no need for notice/quorum/proxy/poll mechanics.
## 2. Ordinary Business at AGM — Section 122(2)
The ordinary businesses under Section 102(2)(a) (financial statements, dividend, retirement of directors, auditors) shall be transacted in OPC as provided in sub-section (3) — i.e., through the simplified resolution route below.
## 3. Simplified Resolution Mechanism — Section 122(3)
For any business required to be transacted at an AGM or other general meeting of a company by ordinary or special resolution, in an OPC it is sufficient if:
1. The resolution is communicated by the member to the company;
2. The resolution is entered in the minutes-book maintained under Section 118;
3. The minutes-book is signed and dated by the member.
> Date of signing = Date of meeting for all purposes under the Act.
## 4. Board Resolution in Single-Director OPC — Section 122(4)
If the OPC has only one director, any business required to be transacted at a Board meeting is validly transacted if:
1. The resolution by such director is entered in the minutes-book (Section 118);
2. The minutes-book is signed and dated by the director.
> Again, the date of signing = date of the Board meeting.
## Penalty for Default — Rule 30
If default is made in complying with this rule:
- Company AND every officer / other person in default → fine up to ₹5,000;
- Continuing contravention → further fine up to ₹500 per day after the first.
## Quick Summary Flow
Member/Sole Director → Communicates resolution → Entry in Minutes Book (Sec 118) → Signed & Dated → Deemed date of meeting