# One Person Company (OPC) – Nominee Rules & Eligibility

## Why a Nominee?

An OPC has only one member. To ensure continuity if the sole member dies or becomes incapacitated, the law mandates that a nominee be named at incorporation. The nominee steps in seamlessly so the company does not fail with the member.

## Three Trigger Events for Change of Nominee

### 1. Withdrawal of Consent by Nominee

If the nominated person no longer wishes to act as nominee, they may withdraw their consent. The sole member must nominate another person within a reasonable time and intimate the company.

### 2. Member Replaces Existing Nominee

The sole member may, at any time, change the nominee by giving written notice to the company, and the new nominee must give prior written consent.

### 3. Nominee Becomes a Member (Cessation case)

If the sole member ceases (death/incapacity) and the nominee becomes the new member, the new member must, within 15 days of becoming member, nominate a fresh person who will succeed in the event of his own death/incapacity.

## Filing with Registrar (Common to All Three Events)

In every case above, the company must, within 30 days of receipt of the notice/intimation/cessation, file:

Form INC-4
Along with prescribed fee under Companies (Registration Offices and Fees) Rules, 2014
Attaching prior written consent of the new nominee.

Event	Trigger	Time Limit
Nominee withdraws consent	Notice from nominee	30 days to file INC-4
Member changes nominee	Notice from member	30 days to file INC-4
Nominee becomes member	Cessation of member	15 days for new nomination + 30 days to file INC-4

## Who Can Be a Member / Nominee?

Only a natural person who is an Indian citizen (resident OR non-resident).
Resident in India = a person who has stayed in India for at least 120 days during the immediately preceding financial year.
A person cannot be a member of more than one OPC at any point of time, nor a nominee of more than one OPC.
A minor shall not become a member or nominee, nor hold shares with beneficial interest in an OPC.

## Restrictions on the OPC Itself

Cannot be incorporated or converted into a Section 8 (charitable) company.
May be converted into a private or public company per Rules 6 & 7 of Chapter II of the Companies (Incorporation) Rules, 2014.
Cannot carry on Non-Banking Financial Investment (NBFI) activities, including investment in securities of any body corporate.

Worked example

### Example 1

Example 1 – Nominee Withdrawal: Mr. A is the sole member of XYZ (OPC) Pvt Ltd. Mr. B is the nominee. On 1 June, Mr. B writes to the company withdrawing his consent. Mr. A immediately nominates Mr. C, who gives written consent on 10 June. The company must file Form INC-4 with the Registrar by 30 June (within 30 days of receipt of Mr. B's withdrawal notice), attaching Mr. C's prior written consent.

### Example 2

Example 2 – Nominee Becomes Member: Mrs. P is sole member of an OPC; Mrs. Q is nominee. Mrs. P dies on 1 April. Mrs. Q becomes the new member. Mrs. Q must nominate a new person (say Mr. R) by 16 April (within 15 days). The company must then file Form INC-4 within 30 days of the cessation event.

### Example 3

Example 3 – Eligibility Trap: Rohit, an Indian citizen working in Dubai, stayed in India for 130 days in FY 2024-25. Can he incorporate an OPC in FY 2025-26? Yes – he is a natural Indian citizen and qualifies as 'resident in India' (≥120 days). Note: even a non-resident Indian citizen is also eligible.

⚠️ Common exam mistakes

Confusing the 15-day rule (for new nominee to nominate someone after becoming a member) with the 30-day rule (for the company to file Form INC-4 with the Registrar).
Assuming residency threshold is 182 days (old rule). Current threshold is 120 days in the immediately preceding financial year.
Believing a person can hold one OPC membership and one OPC nomination simultaneously — the restriction applies to BOTH roles independently.
Allowing a minor to hold shares with beneficial interest in an OPC — strictly prohibited.
Forgetting that an OPC cannot do Non-Banking Financial Investment activity, even investing in securities of any body corporate is barred.
Confusing Form INC-4 (nominee change intimation) with Form INC-3 (consent of nominee at incorporation).

Bare-Act text Section 3(1)(c) read with Rules 3 & 4 · Companies Act, 2013 & Companies (Incorporation) Rules, 2014 · click to expand

Section 3(1)(c) read with Rule 3 & Rule 4 of Companies (Incorporation) Rules, 2014: Only a natural person who is an Indian citizen, whether resident in India or otherwise, shall be eligible to incorporate a One Person Company and to be a nominee for the sole member. The term 'resident in India' means a person who has stayed in India for a period of not less than 120 days during the immediately preceding financial year. A natural person shall not be a member of more than one OPC at any point of time and shall not be a nominee of more than one OPC. No minor shall become member or nominee of the OPC or can hold share with beneficial interest. Such Company cannot be incorporated or converted into a company under section 8 of the Act, nor carry out Non-Banking Financial Investment activities including investment in securities of any body corporate.

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OPC - Nominee Provisions and Eligibility

Worked example

⚠️ Common exam mistakes