Nominee is a person appointed by the member of the one person company (OPC) who shall, in the event of subscriber’s death or his in capacity to contract becomes member/shareholder of the OPC. To get appointed, he or she must be Indian citizen and resident in India but should not be a minor.
A person for this purpose, will be considered as resident in India, if that person has stayed in India for a period of not less than 182 days during the immediately preceding one calendar year.
While registering a one person company, you must have nominated the name of the other person as nominee. Consent of that other person in the prescribed form INC-3 must have been obtained and attached to the SPICe form along with PAN, residential address proof and proof of identity while uploading the form for registration.
Requirement of new nominee can further arise in following type of situations. Below in this article, we will discuss different cases where nominee of one person company is required to be appointed after registration and the process of appointment.
When Nominee withdrawn his/her consent
The person who has been nominated and consented to accept the obligation of the OPC in the event of death or in capabilities of the subscriber of the OPC may withdraw his consent at any point of time.
Such person is required to give a notice in writing to the member/Shareholder and to the One Person Company.
After receiving the notice from the nominee, the member is required to nominate another person within 15 days from the date of receipt of notice of withdrawal and send an intimation of his new nomination to the OPC in writing.
Consent of the new nominee in form INC-3 should also be sent along with the intimation sent to the One Person Company.
The company within 30 days of receiving the intimation from member should file Form INC-4 with the registrar of companies.
Form INC-4 should be attached with following documents:
- Notice of withdrawal
- Letter received from member to nominate another person
- Consent in form INC-3
- PAN, ID and address proof
When Member of OPC wants to change nominee
A subscriber or member of the OPC can also change nominee at any time by giving a notice to the registrar.
The member should also intimate the company for such change in the memorandum of association.
In such case, the member has to obtain consent of the new nominee in form INC-3 and intimate it to the OPC.
The OPC after getting this intimation from member should file INC-4 within 30 days from the date of receipt of the intimation of change. Along with INC-4, consent of the new nominee in INC-3 and intimation from member must be attached.
When Sole member of OPC died
On the death of sole subscriber/shareholder or his incapacity to contract, nominee as appointed becomes the member of OPC.
Such new member shall within 15 days of appointment, shall nominate another person who in the event of death or incapacity to contract, becomes member of the OPC.
The one person company has to file following documents along with INC-4:
- Written consent in INC-3
- Death certificate
- PAN, ID and address proof
Please note, any change in the name of the nominee person in the Memorandum of Association of the OPC shall not be deemed to be an alteration of the MOA.