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HOW WE CHANGE THE NOMINEE IN OPC?

HOW WE CHANGE THE NOMINEE IN OPC?

NOMINEE

An OPC stands for One Person Company, which is a type of private limited company in India that can only have one member. The term “nominee” refers to a person who is designated by the member of the OPC to take over the company’s shares in the event of the member’s death or incapacity. This means that the nominee will become the owner of the company’s shares and will be responsible for managing the company. 

CHANGING NOMINEE STEPS

Step 1: Obtain consent of the new nominee

The first step is to obtain the consent of the new nominee. The new nominee must be a natural person who is a resident of India and is not a minor. The new nominee must also not be a person who is disqualified from being a director of a company.

The consent of the new nominee can be obtained in writing in Form INC-3. Form INC3 is a simple form that can be downloaded from the website of the Ministry of Corporate Affairs (MCA). The form must be signed by the new nominee and submitted to the sole member of the OPC.

Step 2: File Form INC-4 with the RoC

Once you have obtained the consent of the new nominee, you need to file Form INC-4 with the Registrar of Companies (RoC). Form INC-4 is a form that is used to make changes to the details of a company. In this case, you are using Form INC-4 to change the nominee of your OPC.

Form INC-4 can be downloaded from the website of the MCA. The form must be filled out and submitted to the RoC along with the following documents:

  • A copy of the consent letter from the new nominee in Form INC-3.
  • A copy of the latest Certificate of Incorporation (CoI) of the OPC.
  • A proof of identity and address of the new nominee.

The fee for filing Form INC4 is INR 1000.

Step 3: Wait for the RoC to process your application

Once you have submitted Form INC-4 to the RoC, they will need some time to process your application. The processing time usually takes about 15-30 days.

Step 4: Receive the new CoI from the RoC

Once the RoC has processed your application, they will issue a fresh Certificate of Incorporation (CoI) reflecting the change in nominee. The new CoI will be sent to the sole member of the OPC by post.

Things to keep in mind

some of the things to keep in mind when changing the nominee in an OPC:

  • The nominee is not a shareholder of the OPC. The nominee only steps in if the sole member of the OPC dies or becomes incapacitated. The nominee then becomes the owner of the OPC shares.
  • The nominee can be changed at any time. However, it is advisable to change the nominee if there is a change in your circumstances, such as if you get married or have children.
  • If you do not change the nominee and the sole member of the OPC dies, the shares of the OPC will be inherited by the sole member’s legal heirs.

few advantages and disadvantages to changing the nominee in an OPC.

Advantages

  • You can choose a nominee who is more suitable for your needs. For example, if you have children, you may want to change the nominee to your spouse or another trusted adult.
  • You can avoid any disputes that may arise if the original nominee is no longer able or willing to act as nominee. For example, if the original nominee dies or becomes incapacitated, you may want to change the nominee to someone who is more likely to be able to manage the company.
  • You can keep your company’s shares in the family. If you change the nominee to a family member, you can ensure that your company’s shares will remain in the family even if you die or become incapacitated.

Disadvantages

  • It can be a time-consuming and paperwork-intensive process. You will need to file a new Form INC-4 with the Registrar of Companies (RoC) and provide a copy of the new nominee’s consent letter.
  • There is a filing fee associated with changing the nominee. The filing fee for Form INC4 is INR 1000.
  • If you change the nominee too often, it may raise eyebrows with the RoC. The RoC may ask you to provide a reason for changing the nominee so often