INC-4 — OPC Member and Nominee Change

Q: Who can be the nominee of an OPC?

A natural person who is an Indian resident (182+ days in preceding year). Cannot be a minor, foreign national, or already a member/nominee of another OPC. Must give prior written consent in Form INC-3.

Q: Can the nominee of an OPC be changed voluntarily?

Yes. Board resolution + new nominee's INC-3 consent + INC-4 within 30 days + MOA update. Change takes effect on ROC registration. Old nominee need not consent to the change.

Q: What happens when the member of an OPC dies?

The nominee automatically becomes the new member. Must file INC-4 within 15 days with death certificate and KYC. Nominee can then continue as member or appoint a new nominee, and may convert OPC to a private limited company.

Q: Can an OPC continue if the nominee withdraws consent?

Yes but the member must appoint a new nominee within 15 days of withdrawal and file INC-4 within 30 days. Failure attracts daily penalties on the OPC and the member for non-compliance with Section 3(1).

Q: Is there a penalty for late filing of INC-4?

Yes — ₹100 per day additional fee beyond the 30-day (or 15-day for succession) deadline with no upper cap. Continued non-compliance attracts additional penalties under Section 3 of the Companies Act.

Filing Form INC-4 for Changes in the Member or Nominee of a One Person Company Under the Companies Act, 2013

A One Person Company (OPC) has a unique governance structure — it has only one member and that member must appoint a nominee whose details are stated in the MOA. Form INC-4 is filed with the ROC to notify any change in the member or nominee of an OPC — whether arising from a voluntary change of nominee, the death or incapacity of the member (where the nominee becomes the new member), or a withdrawal of nominee consent.

Keeping the OPC's MCA records up to date is essential — an OPC with a deceased nominee or an outdated member record is exposed to compliance risk. Our INC-4 filing service handles the complete process including documentation and ROC filing. This connects with our broader incorporation and change services and the company compliance overview.

Our INC-4 Filing Services

Voluntary Nominee Change

Filing INC-4 where the existing member wishes to change the nominee of the OPC — including obtaining written consent from the new nominee in Form INC-3 before filing.

Nominee Withdrawal

Filing INC-4 where the existing nominee withdraws their consent — requiring the member to appoint a new nominee and file INC-4 within 15 days of the withdrawal.

Member to Nominee Succession

Processing the succession of an OPC where the original member has died or become incapacitated — the nominee becomes the new member and INC-4 reflects this change with supporting documents.

MOA Amendment

Updating the Memorandum of Association of the OPC to reflect the changed nominee's name — which must accompany the INC-4 filing as an altered MOA.

INC-3 Consent Preparation

Preparing and obtaining the new nominee's written consent in Form INC-3 — a mandatory prerequisite before any nominee change can be filed in INC-4.

Post-Change Compliance Review

Reviewing the OPC's compliance position after the member or nominee change — including board resolution, statutory register update, and any other consequential filings required.

Key Facts About OPC Member and Nominee Changes

INC-4 must be filed within 30 days of any change in OPC member or nominee
Where the nominee withdraws consent, the member must appoint a new nominee within 15 days and file INC-4
The new nominee must provide written consent in Form INC-3 before INC-4 is filed
The nominee's name and details must be updated in the Memorandum of Association
Only a natural person who is an Indian resident can be the member or nominee of an OPC
An individual cannot be the nominee in more than one OPC simultaneously
Where the member dies, the nominee becomes the new member automatically and must file INC-4 within 15 days

Frequently Asked Questions

Who can be the nominee of an OPC?

The nominee of an OPC must be a natural person who is an Indian resident — i.e., present in India for 182 days or more in the immediately preceding financial year. The nominee cannot be a minor, a foreign national, or a person who is already a member of another OPC. An individual can be the nominee of only one OPC at a time. The nominee must give their prior written consent in Form INC-3 before being named in the MOA.

Can the nominee of an OPC be changed voluntarily?

Yes. The sole member of an OPC can change the nominee at any time by: passing a board resolution (since the member is also the sole director); obtaining the new nominee's written consent in Form INC-3; filing Form INC-4 with the ROC within 30 days; and updating the MOA to reflect the new nominee's name. The change takes effect on registration by the ROC. The old nominee must be informed of the change and their consent is no longer required after the change is filed.

What happens when the member of an OPC dies?

On the death of the sole member of an OPC, the nominee automatically becomes the new member of the OPC. The nominee must then file Form INC-4 within 15 days of becoming the member, along with supporting documentation — death certificate of the original member and the nominee's KYC. The nominee then has the option to either continue as the member or appoint a new nominee. They may also convert the OPC to a private limited company if needed.

Can an OPC continue if the nominee withdraws consent?

Yes, but the member must act quickly. When a nominee withdraws their consent, the member must appoint a new nominee within 15 days of receiving the withdrawal notice and file INC-4 within 30 days of the change. If the member fails to appoint a new nominee within the prescribed time, the OPC is in non-compliance with Section 3(1) of the Companies Act, 2013 — attracting penalties on the company and the member for each day of default.

Is there a penalty for late filing of INC-4?

Yes. INC-4 must be filed within 30 days of the change in member or nominee (15 days in the case of member's death or nominee succession). Late filing attracts additional fees of ₹100 per day beyond the due date, with no upper cap. Additionally, continued non-compliance may be treated as default under Section 3 of the Companies Act, attracting penalties on the OPC and the member. Filing INC-4 within the prescribed timeline is the simplest way to avoid these consequences.