# One Person Company (OPC) – Nominee Provisions and Eligibility

## Concept Overview

An OPC is a unique form of company with a single member. Because there is only one member, the law mandates a nominee — a person who will step into the member's shoes upon death or incapacity. This ensures continuity of the company despite the single-member structure.

## When Nominee Becomes Member

If the sole member dies or becomes incapacitated, the nominee automatically becomes the new member. Once this happens, the new member must nominate a fresh nominee within 15 days of becoming a member. This new nominee will, in turn, take over upon the new member's death/incapacity.

## Notice of Change to Registrar (ROC)

In all three change-situations below, the company must intimate the ROC within 30 days of receiving the relevant notice/intimation/cessation:

Triggering Event	Nature of Filing
Withdrawal of consent by existing nominee	File new nominee details
Member replaces nominee with another	File new nominee details
Nominee becomes member (on member's death/incapacity)	File new nominee details

Filing is done in Form INC-4 along with the prescribed fee under the Companies (Registration Offices and Fees) Rules, 2014.
Must include the prior written consent of the new nominee.

## Eligibility Rules for OPC Member / Nominee

### Who can be a Member or Nominee?

Only a natural person who is an Indian citizen (whether resident in India or otherwise).
"Resident in India" = person who has stayed in India for at least 120 days during the immediately preceding financial year.

### Restrictions

A natural person cannot be a member of more than one OPC at any time.
A natural person cannot be a nominee in more than one OPC at any time.
No minor can become a member or nominee of an OPC, nor hold shares with beneficial interest.

### Activities Prohibited for OPC

OPC cannot be incorporated or converted into a Section 8 company (non-profit).
OPC cannot carry out Non-Banking Financial Investment (NBFI) activities, including investment in securities of any body corporate.
However, OPC may be converted into a private or public company under Rules 6 & 7 of Chapter II of the Incorporation Rules.

## Quick Recap

Form for nominee change: INC-4
Time limit to nominate after becoming member: 15 days
Time limit to file with ROC: 30 days
One person, one OPC — both as member and as nominee.

Worked example

### Example 1

Example 1: Mr. A is the sole member of XYZ (OPC) Pvt Ltd. His nominee is Mr. B. Mr. A dies on 1 April. Mr. B automatically becomes the member of the OPC. Mr. B must nominate a new nominee (say Mr. C) on or before 16 April (within 15 days). The company must then file Form INC-4 with the ROC within 30 days of the cessation of Mr. A's membership.

### Example 2

Example 2: Mr. P is a member of OPC-1 and is also nominated as nominee in OPC-2. This is permitted. However, if Mr. P is later asked to be a nominee in OPC-3 as well, he must decline — a person cannot be nominee in more than one OPC at the same time.

### Example 3

Example 3: Ms. Q, a 17-year-old Indian citizen, is proposed as the nominee for an OPC. This is invalid — no minor can be a member or nominee of an OPC.

⚠️ Common exam mistakes

Confusing the 15-day limit (for the new member to nominate a fresh nominee) with the 30-day limit (for the company to file with ROC).
Assuming a foreign citizen can be a nominee — only Indian citizens are eligible.
Forgetting that an OPC cannot be a Section 8 company or carry on NBFI activities.
Believing a person can be a member of one OPC AND a nominee of another OPC — both restrictions apply separately, and each is capped at one.
Using the wrong form — nominee changes are filed in INC-4, not INC-3 or others.

Bare-Act text Section 3(1) & Rules of Chapter II · Companies Act, 2013 and Companies (Incorporation) Rules, 2014 · click to expand

Section 3(1) read with relevant Rules of the Companies (Incorporation) Rules, 2014 — A One Person Company means a company which has only one person as a member. The memorandum of an OPC shall indicate the name of the other person, with his prior written consent, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of the company.

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One Person Company (OPC) - Nominee Provisions and Eligibility

Worked example

⚠️ Common exam mistakes