How many directors can a one person company have?
A one person company can have a minimum of one director and a maximum of fifteen. It may appoint more than fifteen only after a special resolution. The one member is deemed to be the first director until the directors are duly appointed. The nominee named in the memorandum is not a director.
Yes. One is the minimum. The member can be that director.
What is the minimum and the maximum?
Section 149(1) sets one director as the minimum for an OPC, two for a private company, and three for a public company. The maximum for a company is fifteen. An OPC is a company with one member, not a company that is forbidden to have a board. The member may be the only director. If the OPC appoints further directors, they are directors in the ordinary sense. Who a director is, apart from this count, is on the director page.
Section 152(1) treats the subscriber to the memorandum as a director until directors are duly appointed. In an OPC that subscriber is the one member. What else the OPC must have, including the nominee, is on the OPC requirements page.
Is the nominee one of the directors?
No. The nominee is the person who becomes the member if the original member dies or becomes incapacitated. Until that event the OPC still has one member. The nominee has no vote as a member and no office as a director merely because the memorandum names them. After the nominee becomes the member, a director is still appointed in the way the Act requires. The nominee does not step into the board by the death alone.
How can the company appoint more than fifteen?
More than fifteen directors requires a special resolution. The articles may set a lower maximum. They cannot set a maximum above fifteen without that resolution. An OPC still cannot have more than one member, so it cannot allot shares to an employee or to any other person. Adding a director does not add a member. How the OPC itself is formed is on the OPC page.
Frequently asked questions
Four questions cover a single director, the maximum of fifteen, the nominee, and shares for an employee.
Can an OPC have only one director?
Yes. One is the minimum. The member can be that director. With only one director, the OPC records a written decision instead of holding a board meeting.
Is fifteen a hard stop?
Fifteen is the ordinary maximum. The company may appoint more than fifteen directors after it passes a special resolution.
Does the nominee count as a director?
No. The nominee becomes the member if the original member dies or becomes incapacitated. Being the nominee does not appoint that person as a director.
Can the OPC allot shares to an employee?
No. An OPC has only one member. Allotting shares to anyone else would create a second member, which an OPC cannot have.
Sources
The minimum and maximum number of directors is section 149(1) of the Companies Act, 2013. The subscriber is deemed the first director until directors are duly appointed, under section 152(1).