# Succession (Nominee) Clause

## Applicability

Only a One Person Company (OPC) shall have this clause in its Memorandum of Association.

## Substance of the Clause

The clause states the name of the person who shall become the member of the company in the event of the death of the subscriber (the sole member).

## Change of Nominee — Not an Alteration of Memorandum

Any change in the name of the nominee is NOT deemed to be an alteration of the memorandum.

Consequence: The full procedure under Section 13 (special resolution, MGT-14 filing, etc.) is NOT required. Only a notice of the changed nominee is to be given to the Registrar.

## Designation of MOA Clauses

All the clauses of the memorandum discussed in this chapter (Name, Registered Office/Situation, Object, Liability, Capital, Subscription, and — for OPC — Succession) are compulsory clauses and are designated by the Companies Act as "conditions", on the basis of which alone a company is incorporated.

Worked example

### Example 1

Example — Change of Nominee in OPC

Mr. A is the sole member of A OPC Pvt Ltd and has nominated his brother Mr. B as nominee in the succession clause. Mr. A now wishes to nominate his son Mr. C instead of Mr. B.

Procedure:

No special resolution needed.
No filing of MGT-14.
Merely give notice of the changed nominee to the Registrar.
The nominee change is NOT treated as alteration of memorandum.

⚠️ Common exam mistakes

Applying the Section 13 alteration procedure (special resolution + MGT-14) to a change of nominee — only notice to ROC is needed.
Forgetting that the succession clause exists ONLY in an OPC's memorandum.
Assuming the nominee becomes a member during the lifetime of the subscriber — the nominee becomes a member only on death of the subscriber.

Reference: Section 3(1)(c) read with Section 4 — Companies Act, 2013

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Succession Clause (OPC)

Worked example

⚠️ Common exam mistakes