15 Interesting differences between MOA and AOA of the Company
May 2, 2020
Board resolution for Name Change of Company
May 6, 2020
Procedure to Change Of Nominee In One Person Company
Only one person requires for OPC but it requires to nominate a nominee who will become a owner of the OPC in case of Sole member is disabled. As per Rule 3 of Companies (Incorporation) Rules, 2014, only a natural person who is an Indian citizen and resident in India- shall be eligible to incorporate OPC and shall be a nominee for the sole member of a One person company. As per the first proviso to section 3(1) of the Companies Act, 2013 the name of nominee is to be mentioned in the Memorandum of Association of the OPC who is appointed by the sole member of the One person company.
The Nominee must give a written consent of being a nominee in e-Form INC-3 which will be filed with the Registrar during incorporation of OPC along with the Memorandum and Articles of Association. However there can be situation to change or remove nominee from OPC company. Such as Nominee want to withdraw his consent etc. One Person Company will file the intimation of change of nominee with the consent of new nominee in e-Form INC-4 within 30 days of receiving such intimation for change. In case Nominee becomes in charge of One Person Company due to cessation of original member by way of death or incapacity, then it is mandatory to appoint new nominee as substitute within 15 days of becoming member. In this article we discussing about procedure to change Nominee in One Person company and list of documents required to remove nominee.
OPC Nominee Meaning :
Nominee is a person appointed by the sole member of the One Person Company, who shall become the member/shareholder of the company after the death of sole member or when the sole member is disabled or when the nominee is in capacity to contract. Nominee shall be a natural person who is an Indian citizen and resident in India but who is not a minor.
Who Can Be Nominee in OPC ?
As per Rule 3(1) of Companies (Incorporation) Rules, 2014, Nominee shall be a natural person who is an Indian citizen and resident in India but who is not a minor. NRI’s or foreign citizen or person incapacitated to contract cannot incorporate or become nominee of One Person Company.
Who Appoints Nominee in OPC ?
Nominee is a person appointed by the sole member of the One Person Company, who shall become the member/shareholder of the company after the death of sole member or when the sole member is disabled or when the nominee is in capacity to contract.
Restriction on Nominee in OPC
As per Rule 3(2) of Companies (Incorporation) Rules, 2014, No person shall be eligible to become nominee in more than one OPC. Nominee is not able to acquire shares in another One Person Company.
1# Nominee Itself Withdrawn His/Her Consent.
As per Rule 4(4) of Companies (Incorporation) Rules, 2014, The nominee can withdraw their consent to be a nominee of OPC by giving a notice in writing to the sole member and to the OPC. The sole member shall in such situation nominate another person as nominee who is an Indian citizen and resident in India and who is not a minor within 15days of receiving the notice of withdrawal from. The nominated person shall give his/her written consent to be a nominee of company in e-Form INC-3 and it is to be filed within 30days of the notice of withdrawal.
PAN card of new nominee, Proof of identity and Residential proof of new nominee are the options which are mandatory to be selected in e-form INC-3. The OPC should also within 30days of receiving the notice of withdrawal file with the registrar-
a) A copy of withdrawal notice and
b) The intimation of the name of another person to be appointed as nominee in e-Form INC-4 along with the prescribed fees as provided in the Companies (Registration offices and fees) Rules, 2014 and the attachments.
Following attachments are to be done in e-Form INC-4:
1.Consent of new nominee in Form no. INC-3
2.Copy of PAN Card of new nominee
3.Proof of identity of new nominee
4.Residential proof of new nominee
SUMMARY: OPC shall within 30days of the receipt of notice of withdrawal file e-form INC-3 and e-form INC-4 to appoint new nominee with the prescribed fees.
2# The Sole Member Of OPC Wants To Change The Nominee.
As per Rule 4(5) of Companies (Incorporation) Rules, 2014,Member of a One Person Company can change the nominee at any time by informing the OPC in writing. The sole member needs to obtain the prior consent of new nominee in e-Form INC-3. E-Form INC-3 does not require Director Identification Number. PAN Card is mandatory. The OPC shall within 30 days of receipt of intimation file with the registrar, a notice of such change in e-Form INC-4 along with the prescribed fees as provided in the Companies (Registration offices and fees) Rules, 2014 and the attachments.
Following attachments are to be done in e-Form INC-4:
1.Consent of new nominee in Form no. INC-3
2.Copy of PAN Card of new nominee
3.Proof of identity of new nominee
4.Residential proof of new nominee
SUMMARY: The OPC shall within 30days of receipt of intimation file e-Form INC-3, the consent of new nominee and e-Form INC-4, the intimation of cessation and new nomination along with the prescribed fees with the Registrar
3# Sole Member Of Opc Died/Disabled.
In case of death or incapacity of the sole member of the One Person Company, the nominee of the company will become the sole member of OPC. When nominee becomes the member of OPC, needs to appoint a new nominee within 15days of becoming the sole member.The sole member needs to obtain the prior consent of new nominee in e-Form INC-3. Death certificate of the previous sole member is to be attached in e-Form INC-4 in “optional attachments”. PAN card of new nominee, Proof of identity and Residential proof of new nominee are the options which are mandatory to be selected in e-form INC-3.
The OPC shall file with the registrar an intimation of such cessation and nomination of new nominee in e-Form INC-4 along with the prescribed fees as provided in the Companies (Registration offices and fees) Rules, 2014 and the attachments.
Following attachments are to be done in e-Form INC-4:
a) Consent of new nominee in Form no. INC-3
b) Copy of PAN Card of new nominee
c) Proof of identity of new nominee
d) Residential proof of new nominee
SUMMARY: On the death of the Sole member of an OPC, the nominee who becomes the member has to file e-Form INC-3 of nominee consent and e-Form INC-4 of an intimation of cessation and nomination of new nominee with the Registrar.
List Of Documents Required To The Change Nominee Of OPC
| 1. | Copy of PAN Card of new nominee- Self attested |
| 2. | Copy of Aadhar card- self attested. |
| 3. | Proof of Identity of new nominee- copy of Passport/Driving license/voter ID card |
| 4. | Residential address of new nominee- Copy of bank statement/ Bank Passbook/ Mobile bill/ Electricity bill/ Telephone bill not older than 2months. |
| 5. | Consent in form INC-3 of new nominee. |
| 6. | Physical signature in form INC-3. |
The above documents are required to be attached in e-Form INC-4 while filing it with the Registrar in case of change of nominee of One Person Company within 30 days of notice of withdrawal of nominee with his/her consent or when the sole member wants to change the nominee of an OPC or when the sole member of OPC dies.
Content Of Form INC-2
The “One Person Company” defined under section 2(62) of Companies Act, 2013 is incorporated by filing e-Form INC-2. Service Request Number of Form INC-1 is to be prefilled. All the details given in the form are to be filled and the attachments are also to be done. Following attachments are to be done in the form.
| 1 | Copy of PAN Card for director or nominee- Self attested |
| 2 | Copy of Aadhar card for director or nominee – self attested. |
| 3 | Proof of Identity of new nominee- copy of Passport/Driving license/voter ID card |
| 4 | Residential address of new nominee- Copy of bank statement/ Bank Passbook/ Mobile bill/ Electricity bill/ Telephone bill not older than 2months. |
| 5 | Rent Agreement. |
| 6 | Affidavit and consent of the proposed director in Form INC-9 and DIR-2 |
| 7 | Consent in form INC-3 of nominee. |
| 8 | MOA & AOA |
| 9 | Specimen signature in Form no. INC-10 |
Conclusion :
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. OPC is a flexible company which is an advantage to small entrepreneurs and nominee appointment is the safe thing done in case of OPC same as nominee is appointed in case of bank accounts, LIC, Trading accounts etc. Restrictions in case of appointment of nominee are negligible. Process to change nominee in an OPC is very easy by filing only two forms i.e., Form INC-3 and Form INC-4 with prescribed fees along with the attachments.
