Nominee Consent Form – One-Person Company
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.
Declaration Requirements for Nominee in OPC Incorporation
When incorporating a One Person Company (OPC) in India, the nominee must make certain declarations in the INC-3 form. These declarations include:
- Consent to Act as a Nominee: The nominee must provide consent to act as the nominee of the OPC and agree to the terms and conditions associated with the nomination.
- Disclosure of Details: The nominee must disclose their complete name, address, occupation, and other relevant details as required in the form.
- Agreement to Act as a Director in Case of Death/Incapacity of the Sole Member: The nominee must agree to assume the role of a director of the OPC in the event of the death or incapacity of the company’s sole member.
- Acknowledgment of the Memorandum and Articles of Association: The nominee must acknowledge that they have read and understood the Memorandum and Articles of Association of the OPC and agree to comply with the provisions outlined.
- Declaration of Not Being a Minor or Disqualified Person: The nominee must declare that they are not a minor, possess sound minds, and are not disqualified from serving as a director under applicable law.
- Indemnity: The nominee must agree to indemnify the company for any losses or damages incurred by the company due to their acts or omissions.
These declarations are obligatory for the nominee when incorporating a One Person Company in India.
- Copy of PAN
- Proof of identity
- Residential Proof
Note: All the enclosures and this form shall be submitted as an attachment to forms INC-2. The user must provide a copy of residential proof not older than two months from the submission date.
Procedure to file nominee consent form for a One Person Company (OPC)
To file the nominee consent form for a One Person Company (OPC) in India, follow these steps:
- Download eForm INC-3: Visit the official website of the Ministry of Corporate Affairs (MCA) and download eForm INC-3, which is available for OPC incorporation.
- Fill in the Details: Open the downloaded form and accurately provide all the required details.
- Provide valid CIN for a One Person Company (OPC)
- Duration of stay at present address
- Enter the approved DIN/PAN of the nominee.
- The system will automatically populate the following details based on the provided DIN (Director Identification Number): PAN, full name (including first, middle, and last names), father’s name, gender, date of birth, and educational qualification.
- If the PAN is entered, the system will verify the accuracy of the name details, including first, middle, and last names.
It is important to note that the nominee for an OPC must be an Indian citizen and a resident of India.
- Review the Form: Double-check all the filled-in details in the eForm INC-3 to ensure accuracy and completeness. Make any necessary corrections if required.
- Print and Sign the Form: Once you are satisfied with the form, take a printout of the eForm INC-3. Sign the printed form using a pen.
- Gather Required Enclosures: Collect all the documents and enclosures that need to be attached to the eForm INC-3.
- Submit the Form and Enclosures: Attach all the required enclosures to the eForm INC-3. Submit the signed form and attached enclosures to the Registrar of Companies (ROC) and the OPC Incorporation eForms INC-2.
- Pay the Fees: Pay the applicable fees for filing the nominee consent form and the OPC incorporation application. The fee amount may vary, so check the current fee schedule.
After completing these steps, the ROC will review the application. A Certificate of Incorporation (CoI) will be issued for the One Person Company (OPC) if all the requirements are fulfilled.