INC-4 — OPC Member/Nominee Change | Savlana Init

MCA · INC-4

INC-4 — OPC Member & Nominee Change — Updating the Sole Member or Nominee of a One Person Company.

A One Person Company must file Form INC-4 within 30 days whenever its sole member changes or the nominee is substituted. We prepare the new nominee's consent (INC-3), the board resolution, and handle the MCA filing.

A One Person Company (OPC) under the Companies Act, 2013 has a unique structure — it has only one member (shareholder), and the MOA must nominate a natural person as the nominee who would, in the event of the member's death or incapacity, become the sole member of the OPC. Both the member and the nominee must be Indian citizens and residents. Whenever either the sole member changes (as a result of the member's death, incapacity, or voluntary transfer) or the existing nominee is substituted, Form INC-4 must be filed with the RoC within 30 days.

The process for a nominee change is triggered either by the current nominee withdrawing their consent (by giving written notice to the member) or by the member choosing to substitute the nominee. Before INC-4 can be filed, the new nominee must provide a written consent in Form INC-3 — a declaration confirming their consent to act as nominee and confirming they are a natural person, an Indian citizen, and a resident. The existing nominee's withdrawal of consent, if applicable, must also be documented.

Form INC-4 is filed with the RoC along with the new nominee's INC-3 consent, the board resolution of the OPC (which, for an OPC, is essentially a written resolution by the sole director), and proof of the member or nominee change. The RoC updates the OPC's records. We prepare all required documentation, handle the INC-3 consent, and file INC-4 within the 30-day statutory deadline.

Our INC-4 Services

INC-4 Nominee Change Filing

Filing Form INC-4 within 30 days of a nominee or member change to update the OPC's records with the RoC.

New Nominee Consent (INC-3)

Preparing and obtaining the new nominee's written consent in Form INC-3 — a prerequisite for filing INC-4.

Existing Nominee Withdrawal Support

Documenting the existing nominee's withdrawal of consent where the change is triggered by the nominee's withdrawal.

Board Resolution Preparation

Preparing the OPC's written board resolution authorising the nominee substitution.

Nominee Eligibility Verification

Confirming the new nominee is a natural person, Indian citizen, and resident as required under the Companies Act.

Member Change on Death or Incapacity

Managing the INC-4 filing process where the sole member change is triggered by death or permanent incapacity.

MCA Filing & SRN Tracking

Filing INC-4 on MCA within the 30-day statutory window and tracking the SRN to acknowledgement.

OPC Compliance Review

Reviewing the OPC's ongoing compliance — conversion thresholds, nominee status, and annual filing position.

Our Process

Change Trigger Identification

We identify whether the change is a nominee substitution, a nominee withdrawal, or a member change — the documentation required differs in each case.

INC-3 Consent Preparation

New nominee's written consent prepared in Form INC-3 and obtained with the required details and declaration.

Board Resolution

OPC's written board resolution authorising the nominee substitution or member change prepared.

INC-4 Preparation & Filing

Form INC-4 prepared with all required details and filed with the RoC within 30 days of the change.

RoC Acknowledgement

SRN tracked to acknowledgement; updated OPC nominee details confirmed on MCA records.

Why It Matters

✓Change trigger correctly identified — nominee substitution, withdrawal, or member change

✓New nominee's eligibility confirmed before INC-3 consent is prepared

✓INC-3 consent prepared and obtained from the new nominee before INC-4 is filed

✓Existing nominee's withdrawal of consent documented where triggered by withdrawal

✓Board resolution of the OPC prepared in the correct format

✓INC-4 filed within the 30-day statutory window to avoid late fees

✓RoC acknowledgement obtained and updated nominee details confirmed on MCA

✓Ongoing OPC compliance position — conversion thresholds, annual filings — reviewed

Frequently Asked Questions

INC-4 is filed by a One Person Company with the RoC to record a change in the sole member or nominee. It must be filed within 30 days of the change — whether the change is a voluntary nominee substitution, a nominee's withdrawal of consent, or a change in the sole member due to death or incapacity.

INC-3 is the written consent form given by a proposed nominee before they are appointed as the nominee of an OPC. It is a prerequisite to the INC-4 filing — the new nominee must declare their consent, eligibility (Indian citizen and resident), and willingness to become the sole member of the OPC in the event of the member's death or incapacity.

No — both the sole member and the nominee of an OPC must be a natural person who is both an Indian citizen and a resident of India (i.e., has resided in India for at least 182 days in the preceding financial year). Non-residents and foreign nationals cannot be OPC members or nominees.

If the sole member dies without a valid nominee on record, the legal heir or legal representative can approach the RoC and NCLT for relief. This is a significant risk — maintaining a current, consenting nominee on record at all times is critical for an OPC.

Yes — a nominee can withdraw consent at any time by giving written notice to the OPC's sole member. Upon receiving the withdrawal notice, the member must intimate the MCA within 30 days and appoint a new nominee, filing INC-4 with the new nominee's INC-3 consent.

No — the Companies Act does not restrict the number of nominee changes. The only requirement is that a current, consenting nominee must always be on record, and each change must be filed via INC-4 within 30 days.

Changing your OPC's nominee or sole member?

We'll prepare the INC-3 consent, board resolution, and file INC-4 within 30 days so your OPC's MCA records are updated correctly.