Form INC-4: Change in Member or Nominee of a One Person Company
OPC Ownership & Succession Kept Correctly on Record
An OPC is unusual among companies in having a single member and a mandatory nominee — the person who steps in if the sole member can no longer act. Over the life of the company, either can change: the member may transfer the business or pass away, or the nominee may be replaced or may withdraw. Each of these changes has to be intimated to the Registrar in Form INC-4, and until it is, the company's ownership record does not reflect reality.
Overview
What Is Form INC-4?
Form INC-4 is the e-form filed with the Registrar to intimate a change in the member or nominee of a One Person Company. It is specific to OPCs, because only an OPC has the single-member-and-nominee structure that these changes concern. A private or public company, with its multiple shareholders, does not use it. The form captures who the member and nominee of the OPC now are, so that the public record matches the company's actual position after the change.
To understand INC-4, it helps to understand the structure it maintains. An OPC is owned by one person, the member. Because a single-owner company would otherwise cease to function if that person died or became incapacitated, the law requires the member to name a nominee at the outset — a designated successor who becomes the member in that event. INC-4 is how any change to either of these two roles is recorded, keeping both the ownership and the succession of the company clear.
N D Savla & Associates is a firm of Chartered Accountants and Company Secretaries in Mumbai that handles OPC member and nominee changes as part of our incorporation and change services, alongside the wider OPC compliance cycle. The focus is practical: identifying the change, obtaining the right consent, and filing INC-4 within its deadline so the OPC's ownership and succession are correctly recorded.
Filing Situations
When Is Form INC-4 Filed?
INC-4 covers several distinct situations, all involving a change to the member or the nominee — and two related requirements that travel with those changes:
Change of Nominee
The member replaces the nominee — because the original nominee is no longer suitable — and the new nominee gives written consent in Form INC-3, filed with INC-4.
Nominee Withdraws Consent
The nominee steps down; the member must nominate a new person within 15 days of receiving the withdrawal, and the change is then filed.
Death or Incapacity of the Member
The nominee automatically becomes the new member, the company continues without interruption, and the change of member is recorded in INC-4.
Transfer of Ownership
The member transfers their shareholding, and the new member is recorded so the public record matches the company's actual ownership.
The INC-3 Consent
Whenever a nominee is named — at incorporation or on a later change — the nominee signs Form INC-3 consenting to the role. Without it, the nomination is not valid.
Naming a Fresh Nominee
Where the nominee has become the member, a new nominee must be named so the company always has a designated successor and never stalls for want of an owner.
Situations & Key Facts
The Changes INC-4 Records — and the Rules Around Them
The main situations, and what happens in each, are set out below, followed by the practical points worth knowing about the member and nominee roles.
| Situation | What happens |
|---|---|
| Change of nominee | The member replaces the nominee, and the new nominee gives consent in Form INC-3 |
| Nominee withdraws consent | The nominee steps down, and the member nominates a new person, whose change is filed |
| Death or incapacity of the member | The nominee becomes the new member, and the change of member is recorded |
| Transfer of ownership | The member transfers their shareholding, and the new member is recorded |
| Aspect | Position |
|---|---|
| Applies to | One Person Companies only |
| Purpose | Recording a change in the member or the nominee of an OPC |
| Related form | Form INC-3, the nominee's consent, is filed with it |
| Timeline | Generally within 30 days of the change |
| Member and nominee | Must be different persons, each a natural person who is an Indian citizen |
| One-OPC rule | A person can be the member, and the nominee, of only one OPC at a time |
Succession
What Happens When the Member Dies
This is the situation the nominee structure exists for, and it is worth setting out clearly. If the sole member of an OPC dies or becomes incapacitated and unable to contract, the nominee automatically becomes the new member of the company. The company does not fail, and its business continues under the new member. Form INC-4 is then filed to record this change of member. The new member, now the sole owner, must in turn name a fresh nominee, so that the company is never left without a designated successor. In this way an OPC has built-in continuity, provided the nominee has been kept current all along.
The Process
Filing INC-4, Step by Step
Whatever the change, filing INC-4 follows a broadly similar sequence:
Identify the change. Determine whether it is a change of nominee, a withdrawal of consent, a change of member on death or incapacity, or a transfer of ownership.
Obtain the consent. Where a new nominee is named, the new nominee's written consent is obtained on Form INC-3.
Record the change. The member's decision, or the transfer or succession, is recorded through the appropriate resolution or documentation.
File INC-4. Form INC-4 is filed with the Registrar within 30 days, with INC-3 and the supporting documents.
Update the register. The OPC's register of members and its records are updated to reflect the new member or nominee.
Name a fresh nominee where needed. Where the nominee has become the member, a new nominee is named so the company always has one.
A worked example: changing the nominee named at incorporation
Suppose the sole member of an OPC wants to change the nominee named at incorporation, because the original nominee is no longer suitable. The process runs like this:
- A new nominee is chosen. The member selects a new nominee who is eligible — a natural person and an Indian citizen, and not already the nominee of another OPC.
- Consent is obtained. The new nominee signs Form INC-3, giving written consent to the role.
- The change is recorded. The member records the change of nominee, withdrawing the earlier nomination.
- INC-4 is filed. Form INC-4 is filed with the Registrar within 30 days, with the new nominee's INC-3.
- Records are updated. The OPC's records are updated to show the new nominee, and the company's succession is once again clear.
Documentation
Documents Needed for INC-4
The documents depend on the situation, but an INC-4 filing generally needs:
Our Services
How We Help With Form INC-4
We handle OPC member and nominee changes end to end, so the change is consented to, filed, and recorded correctly. The six service blocks below cover the full engagement.
Assess the Change
Eligibility Check
Consent & Documents
Form INC-3
Prepare the Filing
File With the Registrar
Update Records
Fresh Nominee
Watch-Outs
Common Mistakes to Avoid
A few avoidable errors cause most INC-4 problems:
Why N D Savla & Associates
Why One Person Companies Choose Us
An OPC member or nominee change is easy to get wrong, because it turns on eligibility, consent, and a strict timeline, and it touches the company's ownership and succession. We handle the whole thing: we confirm the new member or nominee is eligible, obtain the INC-3 consent, prepare and file INC-4 within its deadline, update the register, and, where the nominee has become the member, put a fresh nominee in place.
Because we handle this alongside the wider OPC compliance, the change is dealt with as part of the company's overall record-keeping rather than in isolation. For a solo founder running an OPC, this means the company's ownership and its succession stay correctly recorded, whatever changes along the way.
Related Services
Our Broader OPC & Change Practice
Form INC-4 sits inside the wider OPC lifecycle and our family of incorporation and change filings:
Frequently Asked Questions
Common Questions on Form INC-4
What is Form INC-4?
When is Form INC-4 filed?
What is a nominee in a One Person Company?
What is Form INC-3?
What happens to an OPC if the sole member dies?
Can the member and nominee of an OPC be the same person?
What is the time limit for filing INC-4?
Can a person be a nominee in more than one OPC?
Change your OPC's member or nominee with N D Savla & Associates
Whether you are changing the nominee, dealing with a nominee's withdrawal, recording a change of member, or handling succession on a member's death, we can obtain the consent, file INC-4, and keep your OPC's record correct.
Contact Our TeamHead Office: Suit No. 102, L1, Ashok Premises, Nicholas Road, Andheri (East), Mumbai 400069 · Serving companies across India
Phone: +91 98218 32683 | +91 98190 00511 | +91 91670 58000 · Email: nainitsavla@savlagroup.in · ndsavlaa.com
