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Change in nominee in OPC (One Person Company) by the sole owner

This page deals with Change in nominee in OPC by its sole owner and its documentation and process.

Who is a Nominee?

As per Section 3 of the Companies Act, 2013, the memorandum of a One Person Company (OPC) shall indicate the name of a person who shall, in the event of the sole owner’s death or his incapacity to contract, become the member of the company. Such person whose name is indicated is known as the ‘Nominee’.    

Nominee shall given his prior written consent in prescribed form (INC-3) and same shall be filed with ROC. However, nominee also holds the right to withdraw his consent.

Also, the sole member of OPC may, at any time, change the nominee by giving notice to company and company shall intimate same to the registrar. (INC-4 Change in member/ nominee).

Only a natural person who is an Indian citizen and resident in India, shall be eligible to be a nominee for the sole member of a OPC. No minor shall become a nominee of the OPC.

Documents required for Change in Nominee in OPC:

The sole owner and the nominee shall execute two forms – INC-3 and INC-4  for the entire process of change in nominee. INC-3 is the witness consent form. Its an internal form. Its not an e-form but a physically form. The new nominee shall sign the form INC-3 along with the following attachments:

  • Proof of Identity:- Voters Identity card/Passport/ Driving License/ Aadhar Number
  • Residential Proof:- Bank Statement/ Electricity Bill/Telephone Bill/Mobile bill

The Nominee shall manually sign INC-3.

For e-form INC-4, attachments required are as follows:
  • Consent of the nominee in signed Form INC-3 along with all the enclosures. (Mandatory)
  • Certified copy of PAN card of the new nominee and/or new member. (Mandatory)
  • Proof of identity of the new nominee and/or new member. (Mandatory)
  • Residential proof of the new nominee and/or new member. (Mandatory)
  • It is mandatory to attach notice of withdrawal of consent in case withdrawal is by nominee.
  • Proof of change in name in case intimation is about change in the name of the nominee.
  • It is mandatory to attach proof of cessation of member in case of intimation of cessation of member.

INC-4 is processed in STP mode.  Once the member files the INC-4 form, the process of change in nominee in OPC (One Person Company) is complete.

Corporate Compliance Team at Entrecap has the required knowledge and expertise to ensure seamless and quick change in nominee for OPC owners. You can engage us today.

You can read about annual compliance for MCA here.

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