# One Person Company (OPC) – Nominee Provisions and Benefits
## Why nominees matter in an OPC
An OPC has a single member. If that member dies or becomes incapacitated, the company would have no member to continue operations. The nominee mechanism solves this by pre-identifying who steps into the member's shoes.
## 1. Withdrawal of Consent by Nominee
- A nominee may withdraw consent at any time.
- On withdrawal, the nominee must notify both the sole member and the OPC in writing.
- Within 15 days, the sole member must:
- Nominate a new person, and
- Inform the company in writing along with the new nominee's written consent in Form INC-4.
## 2. Change of Nominee (Voluntary Replacement)
- The member may replace the nominee at any time by notice to the company.
- The new nominee must give prior written consent.
- The company must notify the ROC.
## 3. Filing with ROC (Sec. 3 read with Rules)
The company must file notice of any change in nominee within 30 days in any of these cases:
| Event | Trigger |
|---|---|
| Nominee becomes a member | On death/incapacity of sole member |
| Withdrawal of consent | Nominee no longer willing |
| Replacement | Member voluntarily changes nominee |
File Form INC-4 with the prescribed fee.
## 4. Privileges/Benefits available to an OPC
| Benefit | Significance |
|---|---|
| No Cash Flow Statement required in financial statements | Reduced compliance burden |
| Annual Return can be signed by a Director (no CS needed) | Cost savings |
| Only one Board Meeting per half year | Lower governance burden (vs. 4 per year for others) |
| File financial statements within 180 days of FY end | Extended timeline |
| Change in Nominee is NOT deemed alteration of MOA | No special resolution / ROC alteration filing needed |
## Pedagogical anchor – why these reliefs exist
Since an OPC has effectively one stakeholder (the sole member), provisions designed for protecting multiple shareholders (like AGMs and CFS) are relaxed.