Procedure for changing the nominee in case of OPC

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Procedure for changing the nominee in case of OPC

Meaning of One Person Company (OPC)

Earlier under the Companies Act, 1956, we needed to have at least seven persons to form a public company and two persons to form a private limited company. There was no concept of One Person Company. The concept of One Person Company [OPC] is a new form of business, introduced by The Companies Act, 2013, thereby enabling the entrepreneur to carry on the business in the Sole-Proprietor form of business to enter into a Corporate Framework.

One Person Company Registration is a mixture of Sole-Proprietor and Company form of business and has been provided with concessional requirements under the Act. The introduction of OPC in the legal system is a move that would encourage the corporatization of micro-businesses and entrepreneurship with a simpler legal regime so that the small entrepreneur is not compelled to devote considerable time, energy, and resources to complex legal compliances. One-person companies are in existence in certain countries.

Features of One Person Company

1. Only One shareholder:- Only a natural person, a citizen of India, can incorporate a one person company. The term resident in India means a person who has stayed in India for 182 days or more during the immediately preceding one calendar year.
2. Director:- A one person company can have a minimum of one director, and the sole shareholder can himself be the sole director. The company can have a maximum of 15 directors.
3. Nominee for the shareholder:- The memorandum of OPC shall indicate the name of the other person who has given his consent in the prescribed form (INC 3) to be so named and who shall, in the event of the member becoming incapacitated due to death or incapacity to contract, become the member of the company. The written consent of such other person shall also be filed along with the incorporation documents while forming OPC.
4. Not more than one OPC per person:- A person is allowed to incorporate only one OPC and cannot become a nominee in more than one OPC.

Nominee in case of One Person Company

To ensure that the one person company remains alive even after the death or incapacity of a contract of the sole member, the Companies Act, 2013, has made it mandatory that the sole member has to indicate the name of another person, who will become the member in the case of death or incapacity to contract of sole member, i.e., nominee shareholder in the MOA.

Written consent of the other person in the prescribed form, i.e., INC 3, should be taken. INC 3 has to be filed electronically by downloading it from the MCA site. After checking the form, if everything is found to be correct, take a printout of the form and sign it before attaching it to Form INC 2. Along with form INC 3, Documentary proof of the nominee shareholder, i.e., PAN card, Identity proof, and residential proof, is also required to be filed. Only an Indian citizen in India can become a nominee in one-person company.

Change of Nominee by the Sole Owner

If the sole member or one Person company or the person who has created one-person company wants to change the name of the person nominated by him/her for any reason, then they can do so by intimating it to the one person company along with written consent of new nominee shareholder in the form INC 3. The company shall also file documentary proofs of the new nominee and the form INC 3. The company is also required to file e-form INC 4 with the written consent of new nominee shareholder in form INC 3 and required attachments within 30 days of receipt of intimation of the change.

Also Read: What is the One Person Company Registration Process in India?

Change of Nominee in case nominee has withdrawn his/her consent.

Suppose the nominee shareholder who has given his/her written consent at the time of incorporation of the company wants to withdraw his/her consent. In that case, he/she can do so by intimating it to the sole member and the one person company. After receiving such consent for withdrawal, the sole member shall nominate another person as the nominee shareholder within 15 days of receiving the notice of withdrawal of consent. At the same time, the sole member is also required to intimate the same in writing to the one person company along with the written consent of the new nominee in form INC 3 and documentary proof of PAN Card, Identity card, and residential address of the new nominee.

On receipt of the notice of withdrawal, the one person company shall file the withdrawal of consent and the intimation of the name of another person nominated by the sole member in form INC 4 along with the consent of the new nominee in form INC 3 and fees as provided in the Companies (Registration offices and fees) Rules, 2014.

The company must file documentary proofs of the nominee such as PAN Card, identity proof, residential proof, and Form INC 4.

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