There shall be atleast two shareholder in a private company otherwise there is a violation of section 45 of Companies Act, 1956
The Companies Act, 1956
45. Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members.
If at any time the number of members of a company is reduced in the case of a public company, below seven, or in the case of a private company, below two, and the company carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognizant of the fact that it is carrying on business with fewer than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.
22 February 2012
A single member present cannot by himself constitute a quorum. For a meeting there must be at least 2 members. In such a case, single member may approach CLB u/s 167 or u/s 186 for an order to call a meeting with a direction that only one member will form the quorum. There is another remedy i.e transfer of one or more shares to one or more persons in order to increase the number of members to the requisite level of quorum.
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