MCA Form INC-4: One Person Company -Change in Member/ Nominee

MCA Form INC-4: One Person Company -Change in Member/ Nominee. Purpose:
Member of One Person Company is required to nominate a person, after obtaining his/her prior written consent, who will become the member of such OPC in the event of member’s death or incapacity to contract. This form is filed in case there is any change in the nominee of the OPC by personal withdrawal of consent by the nominee himself, or change in the nominee by the member, or in case of cessation of member due to various reasons. 
Section and Rule Number(s):
Section 3: 
 (1) A company may be formed for any lawful purpose by—

a) seven or more persons, where the company to be formed is to be a public company;

b) two or more persons, where the company to be formed is to be a private company; or

c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration:

Rule 4: 
(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) filed with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form INC-3 
(5) For the purposes of third proviso of sub-section (1) of section 3, the subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form INC-3.
Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC-3 within 30 days of receipt of intimation of the change.
(6) Where  the sole member of One Person Company ceases to be  the member in the event of death or  incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming  member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form INC-4 along with the fee as provided in Companies (Registration offices and fees) Rules, 2014 within 30 days of the change in membership and with the prior written consent of the person so nominated in Form INC-3.
Key Information:
Form INC-3 is required to be filed pursuant to section 3(1) of the Companies Act, 2013 and rules 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014.
Documents Required:

Consent of the nominee in signed Form INC-3 along with all the enclosures. (Mandatory)

Certified copy of PAN card of the new nominee and/or new member. (Mandatory)

Proof of identity of the new nominee and/or new member. (Mandatory)

Residential proof of the new nominee and/or new member. (Mandatory)

It is mandatory to attach notice of withdrawal of consent in case withdrawal is by nominee.

It is mandatory to attach copy of intimation for change in nominee in case intimation about change in the name of the nominee.

It is mandatory to attach proof of cessation of member in case of intimation of cessation of member.

Timeline:
A company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC-3 within 30 days of receipt of intimation.
Fees:
Normal filing fee 
In case of company having share capital:

Nominal Share Capital (INR)

Fee Applicable (INR)

Less than 1,00,000

200

1,00,000 to 4,99,999

300

5,00,000 to 24,99,999

400

25,00,000 to 99,99,999

500

1,00,00,000 or more

600

Additional Fees in case of delay in filing of webforms

Period of Delay

Additional Fee Applicable (INR)

Up to 30 days

2 times of normal filing fees

More than 30 days and up to 60 days

4 times of normal filing fees

More than 60 days and up to 90 days

6 times of normal filing fees

More than 90 days and up to 180 days

10 times of normal filing fees

More than 180 days

12 times of normal filing fees

MCA Help-Kit

Purpose:

Member of One Person Company is required to nominate a person, after obtaining his/her prior written consent, who will become the member of such OPC in the event of member’s death or incapacity to contract. This form is filed in case there is any change in the nominee of the OPC by personal withdrawal of consent by the nominee himself, or change in the nominee by the member, or in case of cessation of member due to various reasons.

Section and Rule Number(s):

Section 3:

(1) A company may be formed for any lawful purpose by—

a) seven or more persons, where the company to be formed is to be a public company;
b) two or more persons, where the company to be formed is to be a private company; or
c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration:

Rule 4:

(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) filed with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form INC-3

(5) For the purposes of third proviso of sub-section (1) of section 3, the subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form INC-3.

Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC-3 within 30 days of receipt of intimation of the change.

(6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form INC-4 along with the fee as provided in Companies (Registration offices and fees) Rules, 2014 within 30 days of the change in membership and with the prior written consent of the person so nominated in Form INC-3.

Key Information:

Form INC-3 is required to be filed pursuant to section 3(1) of the Companies Act, 2013 and rules 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014.

Documents Required:

Consent of the nominee in signed Form INC-3 along with all the enclosures. (Mandatory)
Certified copy of PAN card of the new nominee and/or new member. (Mandatory)
Proof of identity of the new nominee and/or new member. (Mandatory)
Residential proof of the new nominee and/or new member. (Mandatory)
It is mandatory to attach notice of withdrawal of consent in case withdrawal is by nominee.
It is mandatory to attach copy of intimation for change in nominee in case intimation about change in the name of the nominee.
It is mandatory to attach proof of cessation of member in case of intimation of cessation of member.

Timeline:

A company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC-3 within 30 days of receipt of intimation.

Fees:

Normal filing fee

In case of company having share capital:

Nominal Share Capital (INR)	Fee Applicable (INR)
Less than 1,00,000	200
1,00,000 to 4,99,999	300
5,00,000 to 24,99,999	400
25,00,000 to 99,99,999	500
1,00,00,000 or more	600

Additional Fees in case of delay in filing of webforms

Period of Delay	Additional Fee Applicable (INR)
Up to 30 days	2 times of normal filing fees
More than 30 days and up to 60 days	4 times of normal filing fees
More than 60 days and up to 90 days	6 times of normal filing fees
More than 90 days and up to 180 days	10 times of normal filing fees
More than 180 days	12 times of normal filing fees

MCA Form INC-4: One Person Company -Change in Member/ Nominee

MCA Help-Kit

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