Company Registration

How Do We Inform the RoC Change in OPC’s Membership?

One Person Company (OPC) is a unique business structure under the Companies Act, 2013. It is specially envisaged and tailored for solo entrepreneurs who desire to avail themselves of the benefits accruing to a limited liability company without necessarily having a business partner. Like any other business, an OPC may experience changes in membership. This could happen either because of the nominee’s consent withdrawal or alteration in nominee details or because the original member ceased to continue.

In these circumstances, OPC must inform the Registrar of Companies (RoC) of such changes by filing e-form INC-4 on the Ministry of Corporate Affairs (MCA) website. The blog will elaborate on aspects like how to inform the RoC of a change in OPC membership, the form that needs to be filed, and the process involved.

Understanding OPC & an Important Change in Membership

An OPC is defined as an investee company that exists somewhere between the characteristics of a sole proprietorship and that of a private limited company. Under this structure, even a single individual can incorporate a company with limited liability. Under this structure, there needs to be a nominee who will have to take over the company upon death and incapacity to contract the member.

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Things That Constitute Membership Changes

Below are the things that constitute membership changes are given below:

• Withdrawing of consent by the nominee.
• Change in nominee details.
• The member’s (sole owner) death or inability to run the business.

Since the entire ownership structure rests on one person and his nominee, any change in these roles needs to be documented properly and reported to the RoC to maintain compliance and ensure the continuity of an OPC.

A Key Step of Filing of Form INC-4

If an OPC’s membership or nominee changes, Form INC-4 must be filed with the Registrar of Companies. This is required under Section 3(1) of the Companies Act, 2013, and Rule 4(4) (5) and (6) of the Companies (Incorporation) Rules, 2014. The purpose of Form INC-4:

• A notice has to be given to RoC in case a nominee’s consent is to be withdrawn.
• Replace ‘Nominee’s Name’.
• Report the cessation of membership, such as death or incapacity of the sole member.
• Assist in changing the ownership or nominee of the company.

It is a versatile form designed to change automatically. When the form is successfully filed, it updates the company’s records, maintaining legal and operational clarity.

When is Form INC-4 to be Filed?

There are three major scenarios wherein an OPC would be required to file Form INC-4, and they are as follows:

· Withdrawal of Consent by the Nominee

Where the existing nominee intends to withdraw the consent to become the alternate for the OPC member, the member shall file Form INC-4 with the RoC to inform the RoC. The existing nominee’s and member’s details will be automatically generated, and the withdrawal date must be specified.

· Alteration of Nomination

If the member intends to replace the nominee for reasons that can either be personal or because the current nominee is unable to continue, this change has to be filed with the RoC in Form INC-4, giving the particulars of the new nominee and the date on which the change in nomination is made.

· Cessation of Membership

Form INC-4 must be filed with an assertion about the death or if the membership ceased. If the change is due to the member’s death, then the nominee comes into play automatically as the next member. In case of cessation by resignation or on his will, the form should contain the particulars of the new member with the proof of cessation.

Know the Required Attachments for Form INC-4

The following documents must be attached to Form INC-4 to ensure the legitimacy of the change. They are essential for verifying the new nominee’s or member’s identity and ensuring a smooth transition.

· Consent of the New Nominee [Form INC-3]

Consent in INC-3 by the new nominee is required to agree to do the tasks in case the existing member fails to manage the Company.

· Self-attested PAN Card Copy

A copy of the new nominee’s and new member’s duly attested PAN as ID proof needs to be submitted.

· Proof of Identity

A valid ID proof, such as a Passport, Driving License, or Aadhaar Card, must be attached for both the new nominee and new member.

· Proof of Residence

Address proofs such as utility invoices, agreements of rent, or passports for the new nominee and new member need to be submitted. To keep the information accurate, all these documents should be valid, which means they should not be older than two months.

· Notice of Withdrawal (if applicable)

You must submit a notice of withdrawal if the existing nominee has filed one to confirm their voluntary relinquishment of the role.

· Intimation of Change (if applicable)

If the change is due to the nomination update, an intimation from the existing member about the change, including the details of the new nominee, must be attached.

· Proof of Cessation (If applicable)

Proof, such as a resignation letter or death certificate, must be attached in the case of membership cessation.

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Steps for Filing Form INC-4 on the MCA Website

A step-by-step guide for filing Form INC-4 online through the MCA portal is as follows:

STEP 1. Log in to the MCA Portal

To file Form INC-4, access MCA’s official website and log in with your credentials.

STEP 2. Download and Fill the Form

After logging in, you must download Form INC-4 from the website’s e Forms section. Then, open the form and enter the company’s CIN to generate company details automatically.

STEP 3. Select the Purpose of Filing

You will be prompted to select one of the options from the following:

• Withdrawal of consent by nominee.
• Nominee change.
• Cessation of membership.

The form will automatically adjust based on the sections you choose.

STEP 4. Enter the Relevant Details

Specify the relevant information which pertains to the member represented, the nominee, and the change made. You will be required to Fill in the serial numbers 4 to 9 as applicable in this case.

STEP 5. Attach the Documents Required

You must ensure that all mandatory attachments are uploaded in the required format, PDF or JPEG.

STEP 6. Pay the Applicable Fee

The fee for Form INC-4 shall be calculated according to the company’s share capital. The fee structure is as follows:

• Rs. 200 for share capital less than ₹1,00,000
• Rs. 300 for share capital ranging between ₹1,00,000 to ₹4,99,999
• Rs. 400 for share capital ranging between ₹5,00,000 to ₹24,99,999
• Rs. 500 for share capital of ₹25,00,000 but below ₹99,99,999
• Rs. 600 for share capital of ₹1,00,00,000 and above

Make the required fee payment using the share capital of your OPC.

STEP 7. Filing Form

After correctly filling in all the details, attaching documents, and paying the fee, you must submit the form for the RoC review.

Conclusion

In the case of an OPC, every alteration in the membership or the nominee must be filed with Form INC-4. Following the proper procedures and submitting accurate documents will keep your company compliant with the MCA guidelines. A change in nomination or cessation of company membership will keep your One Person Company operating smoothly and legally.

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