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The Classic Partners LLP ยท OPC Filings

INC-4 โ€” OPC Member/Nominee Change

A One Person Company always needs a named nominee, and any change to the sole member or that nominee has to be formally intimated to the ROC through Form INC-4.

Quick answer

Form INC-4 is filed whenever the sole member of a One Person Company changes, or when the nominee is changed or withdraws consent. It requires the new nominee's written consent (originally given in Form INC-3), intimation from the existing member, and is generally filed within a prescribed window of the change taking effect. The company's statutory registers and MOA references to the member and nominee are updated to match.

What we cover

What this service covers

Every scenario involving a change of OPC member or nominee.

  • Change of sole member due to transfer of shares
  • Change of nominee at the member's discretion
  • Handling nominee withdrawal of consent
  • Drafting fresh Form INC-3 consent for the new nominee
  • Filing Form INC-4 within the statutory timeline
  • Updating the company's statutory registers post-filing
Key components

Key components

What triggers this filing and what it requires.

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Change of Member

Triggered when the sole shareholder transfers their shares or otherwise ceases to be the member.

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Change of Nominee

Triggered when the member decides to name a different person as nominee.

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Consent Documentation

A fresh Form INC-3 consent from the new nominee is required before INC-4 can be filed.

How we work

Our process

From initial consultation to completion.

1

Identify the Trigger

Confirm whether it's the member or the nominee that's changing, and why.

2

Obtain Nominee Consent

Secure written consent from the new nominee via Form INC-3.

3

File Form INC-4

Submit the intimation to the ROC within the prescribed timeline.

4

Update Registers

Reflect the change in the company's statutory registers and MOA where relevant.

Why choose us

Why this filing shouldn't be delayed

What sets our approach apart.

An OPC cannot operate without a valid nominee

If a nominee withdraws consent and no replacement is filed, the company falls out of compliance with a core OPC requirement.

Filing windows are short

INC-4 has to be filed within a limited number of days of the change, so we prioritise getting consent documentation in place quickly.

Errors here affect succession

The nominee steps in if the sole member is incapacitated or dies, so getting this filing right has real consequences beyond compliance.

FAQs

INC-4 โ€” OPC Member/Nominee Change questions answered

What people ask before engaging us.

The company must appoint and file a new nominee promptly; failing to maintain a valid nominee is a compliance gap for an OPC.
No, the nominee must be a different natural person than the sole member, since their role is specifically to step in if the member cannot continue.
No, since an OPC has only one member, the member's own written intimation is what triggers and authorises the change.
No, once converted via Form INC-27, the OPC's member/nominee structure no longer applies and INC-4 is not relevant going forward.

Need to change your OPC's member or nominee?

We'll prepare the consent documents and file INC-4 within the deadline.

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