eForm INC-4 – One Person Company – Change in Member/ Nominee

Part I – Law(s) Governing the eForm INC-4

Section and Rule Number(s)

eForm INC-4 is required to be filed pursuant to Section 3(1) of the Companies Act, 2013 and Rule 4(4), (5), (6) of Companies (Incorporation) Rules, 2014 which are reproduced for your reference.

Section 3:

(1) A company may be formed for any lawful purpose by—

a) seven or more persons, where the company to be formed is to be a public company;

b) two or more persons, where the company to be formed is to be a private company; or

c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration:

Provided that the memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company and the written consent of such person shall also be filed with the Registrar at the time of incorporation of the One Person Company along with its memorandum and articles:

Provided further that such other person may withdraw his consent in such manner as may be prescribed:

Provided also that the member of One Person Company may at any time change the name of such other person by giving notice in such manner as may be prescribed:

Provided also that it shall be the duty of the member of One Person Company to intimate the company the change, if any, in the name of the other person nominated by him by indicating in the memorandum or otherwise within such time and in such manner as may be prescribed, and the company shall intimate the Registrar any such change within such time and in such manner as may be prescribed:

Provided also that any such change in the name of the person shall not be deemed to be an alteration of the memorandum.

Rule 4:

(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) filed with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form INC-3

(5) For the purposes of third proviso of sub-section (1) of section 3, the subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form INC-3.

Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC-4 along with fee as provided in Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form INC-3 within 30 days of receipt of intimation of the change.

(6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form INC-4 along with the fee as provided in Companies (Registration offices and fees) Rules, 2014 within 30 days of the change in membership and with the prior written consent of the person so nominated in Form INC-3

Purpose of the eForm INC-4

Member of One Person Company is required to nominate a person, after obtaining his/her prior written consent, who will become the member of such OPC in the event of member’s death or incapacity to contract. This form is filed in case there is any change in the nominee of the OPC by personal withdrawal of consent by the nominee himself, or change in the nominee by the member, or in case of cessation of member due to various reasons.

EForm Number as per Companies Act, 1956

This eForm INC-4 has been introduced in the Companies Act, 2013

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm INC-4 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

S. No/ Section Name	Field Name	Instructions
User needs to select any one option as the purpose of filing the form. Based on this selection, serial number 4-9 will be displayed in the eForm. In case “Notice of withdrawal of consent by the nominee of OPC” selected, then serial no 4, 7 and 8 will be required to be filled by the user. In case “Intimation about change in the name of the nominee of OPC” selected, then serial no 5 and 8 will be required to be filled by the user. In case “Intimation of cessation” selected, then serial no 6, 7, 8 and 9 will be required to be filled by the user.
2(a)	Corporate Identity number (CIN)	Enter valid CIN for a One Person Company (OPC). On clicking the Pre-fill button, system will automatically display the name, registered office address and email ID of the company. In case there is any change in the email ID, you can enter the new valid email ID of the company.
	Pre-fill button	Click the Pre-fill button. On clicking the button, system will automatically display the name, registered office address, email  ID and the company. In case there is any change in the email ID, you can enter the new valid email ID.
Part A:Notice of withdrawal of consent by the nominee of OPC
4	Notice is hereby given that….was nominated as the nominee of……….. Has withdrawn his/her consent vide his/her notice dated ……………… , a copy of which is attached herewith.	System will populate the names of old nominee and member of OPC on the basis of CIN and user is required to mention the date of notice of withdrawal of consent of old nominee.
Part B: Intimation about change in nomination
5	Notice is hereby given that…within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules, 2014.	System will populate the name of member, old nominee and of OPC on the basis of CIN. User is required to enter full name of new nominee and date of intimation by member to OPC for change in nomination.
Part C: Intimation of Cessation of member
6	Intimation is hereby given that…has ceased to be member of …….. w.e.f… due to ………………………. and… .has become the sole member of the above mentioned company.	System will populate the name of member and OPC and user is required to enter date of cessation of member. User needs to select who has become the sole member of the OPC. Transferee can only be selected if change in ownership is selected as the reason of cessation and his/her nominee can be selected in case death or incapacity to contract as a reason of cessation.
7	Intimation about the change of nominee Further notice is given that…of…has nominated…. as his nominee w. e. f. ……………………… within the meaning of Rule 3 of Companies (Incorporation and Incidental) Rules, 2014.	In case of notice of withdrawal of consent by the nominee, name of the member shall be pre filled based on CIN and only member can be selected in the drop down. In case of intimation of cessation of member, name of the member is required to be entered and only ‘new member’ can be selected in the drop down. System shall display name of the OPC on the basis of CIN and user needs to enter the name of the new nominee and his effective date of nomination.
8	Particulars of the new nominee.	Enter the particulars of nominee and ensure that approved DIN, if allotted and valid PAN is mentioned. System will display PAN, name, father’s name, gender, date of birth, educational qualification, permanent residential address and email id of the nominee in case DIN is entered and same are required to be mentioned in case PAN is entered Name shall be verified by the system in case PAN is entered. Enter nominee ‘surname or family name. Nominee should be an Indian citizen and resident in India Residential proof provided should not be older than two months. Ensure that no person shall become nominee in more than one OPC.
9	Particulars of new member	All the validations are same as nominee with respect to new member as mentioned above.
To be digitally signed by Member/ Director	DSC	Ensure the eForm is digitally signed by member and Director/ Manager/ CEO/ CFO/ Company secretary.
To be digitally signed by Member/ Director	DIN of the director or DIN or Income tax PAN of the manager, CEO, CFO member or membership number of the company secretary	In case the person digitally signing the eForm is a Director – Enter the approved DIN In case the person digitally signing the eForm is Company Secretary – Enter valid membership number. DIN/PAN may be specified in case the eForm is signed by the member or manager or CEO or CFO.
Attachments	Consent of the nominee in signed Form INC-3 along with all the enclosures. (Mandatory) Certified copy of PAN card of the new nominee and/or new member. (Mandatory) Proof of identity of the new nominee and/or new member. (Mandatory) Residential proof of the new nominee and/or new member. (Mandatory) It is mandatory to attach notice of withdrawal of consent in case withdrawal is by nominee. It is mandatory to attach copy of intimation for change in nominee in case intimation about change in the name of the nominee. It is mandatory to attach proof of cessation of member in case of intimation of cessation of member. Any other information can be provided as an optional attachment(s).

Common Instructions to fill eForm

Buttons	Particulars
Pre-Fill	The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database. Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality.
Verify details	The Verify details button appears on the eForm to verify the name & address details with the Income-tax PAN or passport number as entered by the applicant.
Attach	Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment. In case you wish to attach any other document, please click the optional attach button.
Remove Attachment	You can view the attachments added to the eForm in the List of attachment field. To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button.
Check Form	1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors. 2. Correct the highlighted errors. 3. Click the Check Form button again and. system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity.
Modify	The Modify button is enabled, after you have checked the eForm using the Check Form button. To make changes to the filled and checked form: 1. Click the Modify button. 2. Make the changes to the filled eForm. 3. Click the Check Form button to check the eForm again.
Pre scrutiny	1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any. 2. Correct the errors. 3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.” The Prescrutiny functionality requires Internet Connectivity.
Submit	This button is disabled at present.
Country code	Enter the country code. Refer Annexure A – List of ISO Country Codes.

Part III – Important Points for Successful Submission of eForm INC-4

Fee Rules

S. No	Purpose of the form	Normal Fee	Additional Fee (Delay Fee)	Logic for Additional Fees		Remarks
				Event Date	Time limit (days) for filing
1.	Form INC-4 (existing Company)	The Companies (Fee for filings with Registrar of Companies) Rules, 2014		Notice of withdrawal of consent/ change in nominee/cessation of member	30 days

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.

Processing Type

The eForm will be auto approved.

SRN Generation

On successful submission of the eForm INC-4, SRN will be generated and shown to the user which will be used for future correspondence with MCA.

Challan Generation

On successful submission of the eForm INC-4, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.

Email

When an eForm is approved/rejected by the authority concerned, an acknowledgement of approval/rejection with related documents, if any is sent to the user in the form of an email to the email id of the company.

Annexure A

List of ISO Country Codes

Country Name	Country Code	Country Name	Country Code
AFGHANISTAN	AF	LIBERIA	LR
ÅLAND ISLANDS	AX	LIBYAN ARAB JAMAHIRIYA	LY
ALBANIA	AL	LIECHTENSTEIN	LI
ALGERIA	DZ	LITHUANIA	LT
AMERICAN SAMOA	AS	LUXEMBOURG	LU
ANDORRA	AD	MACAO	MO
ANGOLA	AO	MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF	MK
ANGUILLA	AI	MADAGASCAR	MG
ANTARCTICA	AQ	MALAWI	MW
ANTIGUA AND BARBUDA	AG	MALAYSIA	MY
ARGENTINA	AR	MALDIVES	MV
ARMENIA	AM	MALI	ML
ARUBA	AW	MALTA	MT
AUSTRALIA	AU	MARSHALL ISLANDS	MH
AUSTRIA	AT	MARTINIQUE	MQ
AZERBAIJAN	AZ	MAURITANIA	MR
BAHAMAS	BS	MAURITIUS	MU
BAHRAIN	BH	MAYOTTE	YT
BANGLADESH	BD	MEXICO	MX
BARBADOS	BB	MICRONESIA, FEDERATED STATES OF	FM
BELARUS	BY	MOLDOVA, REPUBLIC OF	MD
BELGIUM	BE	MONACO	MC
BELIZE	BZ	MONGOLIA	MN
BENIN	BJ	MONTENEGRO	ME
BERMUDA	BM	MONTSERRAT	MS
BHUTAN	BT	MOROCCO	MA
BOLIVIA	BO	MOZAMBIQUE	MZ
BOSNIA AND HERZEGOVINA	BA	MYANMAR	MM
BOTSWANA	BW	NAMIBIA	NA
BOUVET ISLAND	BV	NAURU	NR
BRAZIL	BR	NEPAL	NP
BRITISH INDIAN OCEAN TERRITORY	IO	NETHERLANDS	NL
BRUNEI DARUSSALAM	BN	NETHERLANDS ANTILLES	AN
BULGARIA	BG	NEW CALEDONIA	NC
BURKINA FASO	BF	NEW ZEALAND	NZ
BURUNDI	BI	NICARAGUA	NI
CAMBODIA	KH	NIGER	NE
CAMEROON	CM	NIGERIA	NG
CANADA	CA	NIUE	NU
CAPE VERDE	CV	NORFOLK ISLAND	NF
CAYMAN ISLANDS	KY	NORTHERN MARIANA ISLANDS	MP
CENTRAL AFRICAN REPUBLIC	CF	NORWAY	NO
CHAD	TD	OMAN	OM
CHILE	CL	PAKISTAN	PK
CHINA	CN	PALAU	PW
CHRISTMAS ISLAND	CX	PALESTINIAN TERRITORY, OCCUPIED	PS
COCOS (KEELING) ISLANDS	CC	PANAMA	PA
COLOMBIA	CO	PAPUA NEW GUINEA	PG
COMOROS	KM	PARAGUAY	PY
CONGO	CG	PERU	PE
CONGO, THE DEMOCRATIC REPUBLIC OF THE	CD	PHILIPPINES	PH
COOK ISLANDS	CK	PITCAIRN	PN
COSTA RICA	CR	POLAND	PL
COTE D’IVOIRE	CI	PORTUGAL	PT
CROATIA	HR	PUERTO RICO	PR
CUBA	CU	QATAR	QA
CYPRUS	CY	REUNION	RE
CZECH REPUBLIC	CZ	ROMANIA	RO
DENMARK	DK	RUSSIAN FEDERATION	RU
DJIBOUTI	DJ	RWANDA	RW
DOMINICA	DM	SAINT BARTHELEMY	BL
DOMINICAN REPUBLIC	DO	SAINT HELENA	SH
ECUADOR	EC	SAINT KITTS AND NEVIS	KN
EGYPT	EG	SAINT LUCIA	LC
EL SALVADOR	SV	SAINT MARTIN	MF
EQUATORIAL GUINEA	GQ	SAINT PIERRE AND MIQUELON	PM
ERITREA	ER	SAINT VINCENT AND THE GRENADINES	VC
ESTONIA	EE	SAMOA	WS
ETHIOPIA	ET	SAN MARINO	SM
FALKLAND ISLANDS (MALVINAS)	FK	SAO TOME AND PRINCIPE	ST
FAROE ISLANDS	FO	SAUDI ARABIA	SA
FIJI	FJ	SENEGAL	SN
FINLAND	FI	SERBIA	RS
FRANCE	FR	SEYCHELLES	SC
FRENCH GUIANA	GF	SIERRA LEONE	SL
FRENCH POLYNESIA	PF	SINGAPORE	SG
FRENCH SOUTHERN TERRITORIES	TF	SLOVAKIA	SK
GABON	GA	SLOVENIA	SI
GAMBIA	GM	SOLOMON ISLANDS	SB
GEORGIA	GE	SOMALIA	SO
GERMANY	DE	SOUTH AFRICA	ZA
GHANA	GH	SOUTH GEORGIA AND THE SOUTH SANDWICH ISLANDS	GS
GIBRALTAR	GI	SPAIN	ES
GREECE	GR	SRI LANKA	LK
GREENLAND	GL	SUDAN	SD
GRENADA	GD	SURINAME	SR
GUADELOUPE	GP	SVALBARD AND JAN MAYEN	SJ
GUAM	GU	SWAZILAND	SZ
GUATEMALA	GT	SWEDEN	SE
GUERNSEY	GG	SWITZERLAND	CH
GUINEA	GN	SYRIAN ARAB REPUBLIC	SY
GUINEA-BISSAU	GW	TAIWAN, PROVINCE OF CHINA	TW
GUYANA	GY	TAJIKISTAN	TJ
HAITI	HT	TANZANIA, UNITED REPUBLIC OF	TZ
HEARD ISLAND AND MCDONALD ISLANDS	HM	THAILAND	TH
HOLY SEE (VATICAN CITY STATE)	VA	TIMOR-LESTE	TL
HONDURAS	HN	TOGO	TG
HONG KONG	HK	TOKELAU	TK
HUNGARY	HU	TONGA	TO
ICELAND	IS	TRINIDAD AND TOBAGO	TT
INDIA	IN	TUNISIA	TN
INDONESIA	ID	TURKEY	TR
IRAN, ISLAMIC REPUBLIC OF	IR	TURKMENISTAN	TM
IRAQ	IQ	TURKS AND CAICOS ISLANDS	TC
IRELAND	IE	TUVALU	TV
ISLE OF MAN	IM	UGANDA	UG
ISRAEL	IL	UKRAINE	UA
ITALY	IT	UNITED ARAB EMIRATES	AE
JAMAICA	JM	UNITED KINGDOM	GB
JAPAN	JP	UNITED STATES	US
JERSEY	JE	UNITED STATES MINOR OUTLYING ISLANDS	UM
JORDAN	JO	URUGUAY	UY
KAZAKHSTAN	KZ	UZBEKISTAN	UZ
KENYA	KE	VANUATU	VU
KIRIBATI	KI	VENEZUELA, BOLIVARIAN REPUBLIC OF	VE
KOREA, DEMOCRATIC PEOPLE’S REPUBLIC OF	KP	VIET NAM	VN
KOREA, REPUBLIC OF	KR	VIRGIN ISLANDS, BRITISH	VG
KUWAIT	KW	VIRGIN ISLANDS, U.S.	VI
KYRGYZSTAN	KG	WALLIS AND FUTUNA	WF
LAO PEOPLE’S DEMOCRATIC REPUBLIC	LA	WESTERN SAHARA	EH
LATVIA	LV	YEMEN	YE
LEBANON	LB	ZAMBIA	ZM
LESOTHO	LS	ZIMBABWE	ZW

Annexure B

Fee (in case of company having share capital)

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

Additional fees:

Period of delays	Fee applicable
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees