Nominee Consent Form – One-Person Company

One-person company registration, the sole director must designate a nominee. As one-person companies have only one director, the nominee would assume the role of a member in the event of the subscriber's death or incapacitation. The nominee consent form ensures that the designated nominee of the One Person Company (OPC) is fully aware of their responsibilities and willingly provides their consent to undertake the role. The Ministry of Corporate Affairs now mandates filing a nominee consent form to incorporate a one-person company. This article provides a detailed overview of the nominee consent form.

Role of Nominee in One Person Company (OPC)

In the context of a One-Person Company (OPC), a nominee refers to a person designated by the sole promoter or member of the company to take over their position in the event of their death or incapacity. The nominee acts as a successor and becomes a member of the OPC in such circumstances. The nominee's role is crucial in ensuring the continuity and smooth functioning of the OPC by stepping in to fulfill the responsibilities and obligations of the sole promoter or member in their absence.

Nominee consent form

A nominee consent form is crucial to establishing a One Person Company (OPC) in India. This form is mandatory for submission by the individual designated as the nominee of the OPC. It serves as their confirmation of consent to assume the role of the company's nominee. The nominee consent form for an OPC typically encompasses the following particulars:

Nominee's name and address
OPC details, including its name and registered address
Affirmation of the nominee's consent to act as the OPC's nominee
Terms and conditions governing the nominee's appointment
Declaration by the nominee, confirming their compliance with the eligibility criteria stipulated in the Companies Act, 2013

The Nominee's signature

Once the nominee consent form is duly completed and signed by the nominee, it must be submitted to the Registrar of Companies (ROC) along with the other required documents during the OPC's registration process. After submitting the documents, the Registrar of Companies (ROC) will review and verify the provided information. If all the documents are in order and meet the requirements, the ROC will issue a Certificate of Incorporation (CoI) to the One Person Company (OPC). This CoI signifies that the OPC has been legally incorporated and has obtained the official status to commence its operations as a registered company.

Nominee Consent Form - eForm INC-3

The One Person Company must include the name of another person as a nominee in its memorandum, along with the nominee's prior written consent. The nominee will become a member of the company in the event of the subscriber's or member's death or incapacity to enter into contracts. The nominee's consent must be submitted to the Registrar using the eForm INC-3.

Law Governing the eForm eForm INC-3

This form is required to be filed according to section 3(1) of the Companies Act, 2013 and rules 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014.

Withdrawal of Nominee Consent in a One-Person Company (OPC)

In a One-Person Company (OPC), the person nominated by the subscriber or member can withdraw their consent. This can be done by submitting a written notice to the sole member and the OPC. In the event of such withdrawal, the sole member must nominate another person as the new nominee within 15 days of receiving the withdrawal notice. The nomination must be communicated to the company in writing, along with the written consent of the newly nominated person. This process should be completed using Form No. INC-3.