Form INC-4: Change in Member or Nominee of a One Person Company

Why an OPC has a nominee

An OPC has only one member. To make sure the company survives that person's death or incapacity, the memorandum must name a nominee who will become the member in that event. The nominee gives written consent in Form INC-3, which is filed at incorporation through SPICe+.

Both the member and the nominee must be natural persons who are Indian citizens. Since the 2021 amendment to the Incorporation Rules, they may be resident in India or outside India, and a person is treated as resident if they stayed in India for at least 120 days in the preceding financial year.

Three situations that trigger INC-4

Rule 4 of the Companies (Incorporation) Rules, 2014 sets out when INC-4 is filed and from which date the 30 days run. The table summarises the three events. In each case the company, not the nominee, is responsible for the filing, so the director must act as soon as the notice or change reaches the company.

Documents to attach

Every INC-4 needs the new nominee's written consent in INC-3, signed by the nominee. Supporting documents depend on the event. Keep identity and address proof of the new nominee ready, because the details are cross-checked with the INC-3 and the company's records.

• Form INC-3 consent of the new nominee
• Notice of withdrawal by the old nominee, or member's notice of change
• Death certificate or other proof where the member has ceased
• Updated memorandum reflecting the new nominee, where applicable
• Board resolution authorising the filing

Fees and penalties

The normal fee depends on the OPC's nominal share capital under the Companies (Registration Offices and Fees) Rules, 2014: ₹200 below ₹1 lakh, rising to ₹600 at ₹1 crore and above. Filing after 30 days attracts additional fee from 2x the normal fee for up to 30 days' delay to 12x beyond 180 days.

Rule 4 does not prescribe its own penalty. Continuing default can attract the general penalty under Section 450: ₹10,000 on the company and each officer in default, plus ₹1,000 a day while the default continues, capped at ₹2 lakh for the company and ₹50,000 for an officer. An outdated nominee record also creates real risk if the member dies before it is corrected.

Common mistakes

Founders often treat the nominee as a formality and forget to update it after a family change, such as a marriage or a nominee moving abroad without informing the company. Other errors include filing INC-4 without a signed INC-3, missing the 15-day window for naming a new nominee, and names that do not match identity documents. If the OPC is converting to a private company, the nominee requirement falls away after conversion. Refogo's partner professionals can file INC-4 for a fixed fee.

Step by step

1. 1Identify the event

   Confirm whether it is a withdrawal, a change by the member or a cessation of membership.

2. 2Obtain INC-3

   Get the new nominee's signed consent with identity details.

3. 3Pass board resolution

   Record the change and authorise the director to file.

4. 4Fill INC-4

   Enter details of the old and new nominee or member on the V3 portal.

5. 5Attach and sign

   Upload INC-3 and supporting proof and sign with DSC.

6. 6Pay the fee

   Pay within 30 days to avoid additional fee.