Introduction
One Person Company (OPC) is defined under Section 2(62) of the Companies Act, 2013 (hereinafter CA,2013) as- “One Person Company means a company which has only one person as a member”. As per Section 3(1)(c) of CA, 2013 it is a company which is formed for any lawful purpose by one person. It is a private company. Proviso to Section 3 requires OPC to have two individuals, one as a subscriber and the other as a nominee who shall in the event of subscriber’s death or incapacity to contract become member of the company.
Points to consider
Nominee can only be a natural person, Indian citizen, and resident in India. He cannot be a nominee of another OPC. A minor cannot be a nominee.
Procedure in case of death or incapacity to contract of sole member
As per first proviso to Section 3(1) read with Rule 4(6) of the Companies (Incorporation) Rules, 2014, when sole member of OPC ceases to be a member in the event of death or incapacity to contract of the member, the nominee becomes the sole member of such OPC.
- A new nominee has to be nominated by the new sole member within 15 days. He shall send the intimation of the nomination to the company along with prior consent of the nominated member in Form INC-3.
- The company has to inform the ROC about the changes of cessation and nomination in Form INC-4 along with requisite documents and fees within 30 days of the change in membership.
Procedure in Case of Change in Nominee by Sole Member
Sole member can change the name of the nominee at any time by informing the company in writing about it. It can be for any reason including death or incapacity to contract of nominee.
- Sole member has to acquire written consent of the newly appointed nominee in Form INC-3. Inform the company about the same.
- Upon receiving the intimation, the company has to inform the ROC in Form INC-4 within 30 days.
Procedure in Case of Withdrawal of Consent by Nominee Himself
A person nominated by the OPC sole member can withdraw his consent by giving a notice in writing to the sole member and the OPC.
- A new nominee has to be nominated by the new sole member within 15 days. He shall send the intimation of the nomination to the company along with prior consent of the nominated member in Form INC-3.
- The company has to inform the ROC about the changes of cessation and nomination in Form INC-4 along with requisite documents and fees within 30 days of the change in membership.
Conclusion
One Person Company (OPC) is a one-member company. It operates in the nature of a private company. It requires a subscriber and a nominee who takes over in event of subscriber’s death or resignation. Nominee can only be a natural person, Indian citizen, and resident in India. He cannot be a nominee of another OPC. A minor cannot be a nominee. The above discussed method can be used to change the nominee at any time.
