Part I – Law(s) Governing the eForm INC-3
Section and Rule Number(s)
This form is required to be filed pursuant to section 3(1) of the Companies Act, 2013 and rule 4(2), (3), (4), (5) & (6) of Companies (Incorporation) Rules, 2014 and the same 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 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(2), (3), (4), (5) &(6)
(2) Name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and the nomination in Form No INC-32 (SPICe) along with consent of such nominee obtained in Form No INC-3 and fee as provided in Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.
(3) In pursuance of the second proviso of sub-section (1) of section 3, the person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company.
Provided that the sole member shall nominate another person as nominee within 15 days on the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No. INC-3.
(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 No 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 No.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 No 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 No.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 No 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 No.INC-3
Purpose of the eForm INC-3
One Person Company is required to indicate the name of the other person as nominee in its memorandum with his prior written consent, who shall become the member of the company in case of subscriber’s/member’s death or incapacity to contract and such consent of the nominee shall be submitted to Registrar in this eForm INC-3.
Part II – Instructions to fill the eForm INC-3
Specific Instructions to fill the eForm INC-3 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 is required to download eForm INC-3 from the MCA website and fill in all the details as required and after check form, take the print out of the eForm and sign it. The same is required to be submitted to the Registrar along with all the enclosures as attachment to other eForms INC32(SPICe), INC.4 or INC.6 as the case may be. | |||
| 1 | (a) | SRN of RUN (In case of new company) or Corporate identity number
(CIN) of the company (In case of existing company) |
Enter an approved SRN of RUN associated with Entity Type as ‘Private (OPC)’ if available in case of a new company or valid CIN for a One Person Company (OPC). |
| Prefill | Click the Pre-fill button.
On clicking the button, system will Company name is prefilled based on SRN of RUN if entered. In case there is any change in the email ID, you can enter the new valid email ID |
||
| 3 | Consent: I {Drop down – Values: Mr., Ms.} (Small description box) | This field is auto filled on the basis of details entered in point no 4 in the form.
This field is prefilled on value entered in field 2(a). Enter the full name of the subscriber/ member of the OPC |
|
| hereby give my consent to become the member of (Small description box), | |||
| In the event of death of (Small description box) subscriber/member of the company or his incapacity to contract. | |||
| 4 | Particulars of nominee | Enter the approved DIN/PAN of nominee. On clicking the prefill button, the system shall automatically display PAN, name including first middle name and surname, father’s name, gender, date of birth, educational qualification on the basis of DIN provided in the form. Enter the details in case PAN is entered and name including first, middle and surname details shall be verified by the system. Nominee should be an Indian citizen and resident in India.
Residential proof selected and provided should not be older than two months. |
|
| Family Name | Enter nominee’s surname or family name. | ||
| Duration of stay at present address | User is required to fill number of years (0 to 99) and months (0 to 11). | ||
| User is required to provide previous residence address details in case the duration of stay is less than a year at the present address. | |||
| To be physically signed by | Nominee | User is required to take the printout of the form after clicking on the “Check Form” button and the same shall be manually signed by the Nominee thereafter. | |
| Enclosures |
All the enclosures along with this form shall be submitted as an attachment to other forms INC-32 (SPICe), INC-4 or INC-6 as the case may be. User is required to provide copy of residential proof not older than two months |
||
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. |
| 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. |
| 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. |
|
| Submit | This button is disabled at present. |
| Country code | Enter the country code. Refer Annexure A – Country Codes. |
| Modify | The Modify button is enabled, after you have checked the eForm using the Check Form button. |
Part III – Important Points for Successful Submission of eForm INC-3
Processing Type.
This is a non e-Form and User is required to fill the form electronically and then attach the printout of the duly signed copy along with all the enclosures with other eForms INC-32 (SPICe), INC-4 or INC-6 as the case may be.
Annexure A
List of ISO Country Codes
| Country Name | Country Code |
Country Name | Country Code |
| AFGHANISTAN | AF | LIBERIA | LR |
| ALAND 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 |
