Nominee for OPC Registration
Step-by-Step Guide to Appointing a Nominee for One-Person Company (OPC) Registration in India
When registering a One-Person Company (OPC) in India, appointing a nominee is a critical step. A nominee acts as a backup owner who takes over the company in case of the original owner's (member's) death or incapacity. This ensures the continuity of the business without disruption.
This article explains the A to Z process of appointing a nominee for an OPC, including eligibility, required forms, formalities, and examples.
 |
| Nominee For OPC Registration |
Who is a Nominee in an OPC?
A nominee is an individual designated by the OPC's owner to inherit the company's ownership and responsibilities in case the original member is unable to manage the company due to death or incapacity. The nominee must provide their consent to take up this role during the OPC registration process.
Eligibility Criteria for a Nominee
Not everyone can be a nominee. Below are the eligibility requirements:
| Criteria | Details |
|---|---|
| Indian Citizen | The nominee must be an Indian citizen. |
| Resident in India | They should have lived in India for at least 182 days in the preceding year. |
| Not a Minor | The nominee must be at least 18 years old. |
| Not Insolvent | The nominee must not be declared insolvent by any court. |
| No Multiple Roles | A person can act as a nominee for only one OPC at a time. |
Example:
Suppose Rahul registers an OPC. He appoints his wife, Priya (an Indian resident over 18 years), as the nominee, as she meets all eligibility criteria.
Process to Appoint a Nominee for OPC Registration
Here’s a step-by-step guide to appointing a nominee during OPC registration:
Step 1: Choose a Nominee
- Select someone who is trustworthy and willing to take responsibility for managing the company if required.
- Ensure the nominee understands the role and agrees to the responsibilities.
Step 2: Obtain Consent from the Nominee
- The nominee must provide written consent to act as a nominee.
- Use Form INC-3 to document the nominee's consent.
Step 3: Fill Out Form INC-3
What is Form INC-3?
Form INC-3 is a mandatory form used to document the nominee's consent. It includes details about the nominee and the company’s member.
Details Required in Form INC-3:
- Nominee’s Name.
- Nominee’s Address.
- PAN (Permanent Account Number).
- Aadhaar Number.
- Contact Details (Mobile, Email).
- Relationship with the Member (e.g., spouse, sibling, friend).
- Signature of the nominee.
Step 4: Attach Supporting Documents
Along with Form INC-3, attach the following documents:
| Document | Purpose |
|---|---|
| Nominee’s PAN Card | Identity proof. |
| Nominee’s Aadhaar Card | Address proof. |
| Passport-sized Photograph | For identification. |
| Proof of Address | Utility bill, bank statement, or rent agreement. |
Example:
If Priya (Rahul’s nominee) is submitting Form INC-3, she would attach her PAN card, Aadhaar card, and a utility bill as address proof.
Step 5: Submit Form INC-3 During OPC Registration
- Submit the completed Form INC-3 along with the OPC registration application (SPICe+).
- Ensure the form is signed by both the member and the nominee.
Step 6: Verification by Registrar of Companies (ROC)
- The Registrar of Companies (ROC) will review the form and supporting documents.
- Upon approval, the nominee’s details are officially recorded in the company’s records.
Key Points About Nominee Appointment
| Aspect | Details |
|---|---|
| Revocation of Consent | The nominee can withdraw consent at any time by notifying the company. |
| Change of Nominee | The OPC owner can change the nominee by filing an updated Form INC-3. |
| No Direct Role | The nominee has no active role unless the member is unable to continue. |
| Eligibility Review | The nominee’s eligibility may be rechecked if a change is requested. |
Example of Nominee Appointment
Scenario:
Ajay, a software developer, decides to register his OPC, “TechCode OPC Private Limited.” He appoints his friend Rajesh as the nominee.
- Ajay discusses the responsibilities with Rajesh and obtains his consent.
- Rajesh fills and signs Form INC-3.
- Ajay submits Form INC-3 with his OPC registration application on the MCA portal.
- The ROC approves the application, and Rajesh is officially recorded as the nominee.
Steps to Change a Nominee Later
If the OPC owner wishes to change the nominee, the following steps are necessary:
Obtain Consent from the New Nominee:
- The new nominee must fill out and sign Form INC-3.
Submit Updated Form INC-3:
- File the updated Form INC-3 with the MCA.
Notify the Previous Nominee:
- Inform the previous nominee about their removal.
Example:
If Ajay wants to replace Rajesh with his sister, he would repeat the above steps and submit the updated Form INC-3 with her consent.
Common Mistakes to Avoid
- Selecting an Ineligible Nominee:
Ensure the nominee meets all eligibility criteria. - Incomplete Form INC-3:
Double-check that all details are accurate and documents are attached. - Missing Deadlines:
Submit the form promptly during the registration process.
Quick Checklist for Nominee Appointment
| Task | Status |
|---|---|
| Select a nominee | ✅ |
| Obtain written consent | ✅ |
| Fill Form INC-3 | ✅ |
| Attach supporting documents | ✅ |
| Submit during OPC registration | ✅ |
Resources and Links
- Form INC-3: Download Here (Nominee Consent Form For OPC)
- MCA Portal for OPC Registration: Visit MCA Website
- OPC Compliance Guide: Learn More
Conclusion
Appointing a nominee is a crucial part of OPC registration, ensuring the business's continuity and compliance with legal requirements. By following the steps outlined above and submitting Form INC-3 with the necessary documents, you can complete the nominee appointment process smoothly.
If you have further questions or need assistance, consult a professional or visit the MCA portal for detailed guidelines.
Need Help? Contact Us Today!
