Incorporation
We prepare and file your nominee change for your OPC: the new nominee's INC-3 consent and the INC-4 notification to the Registrar, within the 30-day filing deadline, whichever scenario triggered the change.
An OPC must always have a nominee on record. When the existing one withdraws, dies, or becomes the member themselves, a replacement has to be nominated and the Registrar told. We prepare the new nominee's INC-3 consent and file INC-4 for you.
A One Person Company runs on a single member, so the Companies Act requires a named nominee who steps in if that member dies or cannot act. The company is not allowed to sit without one, which is why a nominee change carries its own filing rather than being an internal record update.
Three situations trigger this. The existing nominee gives written notice withdrawing their consent. The member dies or becomes incapable of contracting, and the nominee who has just become the member now has to name a fresh nominee of their own. Or the member simply wants to replace the nominee. The paperwork differs slightly in each case, so we confirm which one you are in before drafting anything.
Scope
INC-3 carries the replacement nominee's consent, their declaration of Indian citizenship, and their confirmation that they are not already the nominee of another OPC. A person can hold that role for one OPC at a time.
INC-4 is the company's notification to the Registrar. It goes with the INC-3 consent and the prescribed fee, and it is due within 30 days of the nominee change.
Where the trigger was a withdrawal or a death, we collect the underlying document as well: the nominee's written withdrawal notice, or the death or incapacity documentation.
Specifics
| Step | Time allowed |
|---|---|
| Member nominates a replacement after the triggering event | 15 days from the event |
| Company files INC-4 telling the Registrar | 30 days from the nominee change |
These run in sequence and people tend to notice only the second one. The 15-day window to actually pick someone starts at the triggering event, so a member who waits three weeks to think about it has already missed a deadline before the filing clock begins.
The nominee must be a natural person, an Indian citizen, and someone who has given written consent. They cannot already be the nominee of another OPC, and they cannot be a minor.
One point we will not guess at. The 2021 amendments relaxed the residency requirement for OPC membership. Whether that relaxation extends to nominee eligibility as well is something we check against the current amendment text for your specific case before advising on it. We would rather confirm it than repeat what most write-ups assume.
This handles the nominee change itself. Where the member has died and the nominee has become the member, there is usually a separate set of changes to make as well, including the director position and the company's own records. We flag what else is due and can handle it as separate work.
Process
Step 1 of 4
Tell us what triggered the change
Withdrawal, death or incapacity, or a straightforward replacement. It decides which documents we need.
Common mistakes founders make
Clarifications
The filing still has to be made, and a late filing carries additional fees. We would rather get the position in front of you with the current fee position confirmed than quote a figure here that may have moved.
The nominee must be an Indian citizen. The residency question is separate and we check it against the current amendment text for your case.
No. A person can hold that role for one OPC at a time, which is why the new nominee confirms this in writing as part of INC-3.
Yes. The OPC cannot run without a nominee on record, so the new member has to name their own replacement nominee and the company files INC-4 for that change.
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