How to change the Director in One Person Company?

How to change the Nominee in One Person Company?

What Is Member Change Of One Person Company?

Member change means to change the existing member of the OPC with new person or existing nominee person of the OPC in the event of death or incapacity to contract of member of One Person of Company. Form INC-4 is required to be when there is change in member or nominee due to Change in Member or Nominee of OPC.

Who is eligible to act as a member of an OPC?

Only a natural person who is an Indian citizen and resident in India shall be eligible to act as a member and nominee of an OPC.
Following person can’t become member of the OPC:
1. Minor (as per Rule 3(4) of the Companies (Incorporation) Rules 2014). A minor cannot even hold share with beneficial interest.
2. Foreign Citizen
3. Non Resident
4. A person incapacitated to contract
5. Persons other than a Natural Person i.e. living human being
6. As per the explanation given to Rule 3(1), a resident of India for the purpose of the provisions governing OPC is a person who has stayed in India for a period of not less than 182 days during the immediately preceding one calendar year.

Documents Required For Change Members Of OPC

  • Id and address proof of existing Member of the company
  • Id and address proof of new Member of the company
  • Id and address proof of new Nominee of the company (In case of Nominee change)
  • Copy of notice of withdrawal of consent by the nominee of OPC (In case of Nominee change)
  • Consent of New Nominee (In case of Nominee change)

  • Circumstance for Change in Nominee:

    1. Nominee can himself withdrawn his consent.

    2. Change of Nominee by Sole Member of One Person Company.

    3. Death or Incapacity of Sole Member.


  • As per rule Sub rule- 4 of the Rule- 4 of The Companies (Incorporation) Rules, 2014

    A.  The nominee of the One Person Company can withdraw their consent by giving a notice in writing to the member and to the One Person Company.

    B.   In such a circumstance, the sole member shall nominate another person as nominee within 15 days of receiving the notice of withdrawal.

    C.   The Sole member shall send an intimation of such nomination in writing to the One Person Company, along with the written consent of such other person so nominated in Form INC 3.

    D.  The One Person Company should also within 30 days of receiving the notice of withdrawal of consent file with the registrar, a copy of such notice and the intimation of the name of another person nominated by the member in Form INC 4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and the written consent of the new nominee to be nominated in Form INC 3.


  • What is the procedure to be followed in case of withdrawal of consent by a nominee?

  • As per Rule 4(3) and (4) of the Companies (Incorporation) Rules 2014:

    Step 1: A nominee may withdraw his consent by giving a written notice to the OPC Member/Subscriber and to the OPC concerned.

    Step 2: The sole member/subscriber to nominate a new person as his nominee within 15 days of the notice of withdrawal.

    Step 3: The sole member/subscriber to intimate the OPC

    a)   of such nomination in writing and

    b)   of the written consent by sending Form No INC.3

    Step 4: OPC shall within 30 days of the receipt of notice of withdrawal as mentioned in clause 1 above, file:

    a) Form No INC.4 along with fees prescribed, the intimation of such withdrawal and new nomination and

    b) Form No INC.3 along with the fees prescribed, the consent of the new nominee.


  • 2. Change of Nominee by Sole Member of One Person Company.

    As per rule Sub rule- 5 of The Rule- 4 of The Companies (Incorporation) Rules, 2014

    A.  Member of a One Person Company can change the nominee at any time by informing the One Person       Company in writing.

    B.  The Sole member will need to obtain the prior consent of the new nominee in Form INC 3.

    C. The One Person Company shall on the receipt of such intimation, file with the registrar, a notice of such change within 30 days of receipt of intimation of the change in Form INC 4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC 3.


    What is the procedure to be followed for Change in Nomination by a Member or Subscriber of OPC?

    As per Rule 4(5) of the Companies (Incorporation) Rules 2014 The subscriber or member of OPC can change his nominee at any time or for any reason by giving a notice in writing to the OPC.

  • Step 1:    OPC subscriber to obtain prior consent of new nominee in Form No INC.3.

  • Step 2:    OPC to file with the Registrar within 30 days of receipt of intimation of change:

    a. Form No INC.4 along with fees prescribed, the intimation of such cessation and new nomination and

    b. Form No INC.3 along with the fees prescribed, the consent of the new nominee


  • 3. Death or Incapacity of Sole Member.

    A. In case of death or incapacity to contract of the sole member, the nominee will become the only member of the OPC.

    B. The new member needs to nominate a new nominee within 15 days of becoming a member.

    C. The One Person Company shall file with the registrar an intimation of such cessation and nomination in Form INC 4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within 30 days of the change in membership and with the prior written consent of the person so nominated in Form INC 3.


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