The role of a nominee in OPC is considered indispensable in the organisation. A single director must nominate a nominee for the specified company in order to form a one-person company. Because a one-person company has only one director, the designated or nominated person will become a member of the firm in case the subscriber dies or becomes disabled.
Also, for the incorporation process of a one-person company (OPC), the completion and submission of Form INC – 3, also known as the nominee consent form, are of vital significance and the role of a nominee in OPC is therefore of utmost importance.
Benefits of Having a Nominee in OPC
There are numerous benefits considering the role of a nominee in OPC, which include:
Business Continuity: The presence of a nominee ensures that the business can continue its operations even in the absence of the sole member. This provides stability and reassurance to the stakeholders.
Limited Liability: The nominee protects the interests of the company’s creditors and other stakeholders, limiting their liability and safeguarding their investments.
Flexibility: The nomination can be changed by the sole member during their lifetime, providing flexibility to adapt to changing circumstances or preferences.
Confidentiality: The nominee’s identity can be kept confidential, which may be desirable for individuals who wish to maintain their privacy while operating the business.
Role of a Nominee in OPC
The role of a nominee In OPC holds significant importance, especially in the event of the sole promoter’s demise or incapacitation. The nominee is designated to step in as a successor to the sole member.
The role of a Nominee in OPC includes:
1. Taking Over Operational Affairs: In the unfortunate event of the sole member’s incapacitation or demise, the nominee steps into a fundamental role by taking charge of the company’s day-to-day affairs. This entails overseeing operational activities, managing resources and ensuring the company’s ongoing functionality.
2. Ensuring Compliance and Legal Formalities: The nominee shoulders the responsibility of upholding the company’s legal standing. This involves fulfilling a range of legal formalities, such as submitting required documents to regulatory authorities and ensuring compliance with statutory regulations.
3. Representing the Company: The nominee represents the OPC in various legal, financial and administrative matters. This representation extends to interactions with governmental bodies, financial institutions and external parties. Their role as a representative reinforces the OPC’s credibility and legitimacy.
4. Decision-Making and Strategic Planning: In collaboration with the company’s management, the nominee might be involved in decision-making processes and strategic planning. Their insights and guidance contribute to shaping the company’s direction and future endeavours.
5. Communication and Reporting: Effective communication is pivotal in the nominee’s role. They are responsible for transparently communicating the company’s status, challenges and achievements to stakeholders. Regular reporting and updates ensure transparency and maintain trust.
6. Adaptation to Evolving Circumstances: The nominee must be adaptable to changing circumstances. Whether it’s adjusting to shifts in the market, alterations in regulations or modifications within the company, their ability to deal with change is vital for sustained success.
In essence, the role of a nominee in an OPC extends beyond a mere formality. It encompasses a diverse array of responsibilities aimed at safeguarding the company’s interests, ensuring legal compliance and sustaining its operations with efficiency and integrity.
Form INC – 3: Nominee Consent Form
For the establishment or incorporation process of a one-person company (OPC), the completion and digital submission of Form INC – 3, also known as the nominee consent form, hold vital significance. This form is mandatory when an OPC is transitioning into a legal entity or is at the incorporation stage.
Agreement and Declarations:
Within this form, specific declarations are made and an individual must concur with these terms to obtain consent. The consent process is of utmost importance, underlining the individual’s commitment to the roles and responsibilities involved.
Membership Application and Legal Implications:
Integral to the process is the signing and approval of the membership application within a one-person company. This holds immense significance, as the contractual rights of a member are at stake upon their demise or incapacity to enter into contracts.
Eligibility of the Nominee:
The nominee designated within an OPC must fulfill certain eligibility criteria, including being an Indian citizen and a resident of India. It’s vital that the nominee doesn’t have any history of criminal cases or records, ensuring their credibility. Additionally, the nominee should not have been convicted of any crimes, especially those related to the promotion, establishment and management of a business.
Legal Integrity and Previous Records:
Applicants are required to exhibit legal integrity, free from any guilt related to fraudulent activities, contract breaches or violations. This accountability also extends to the previous 5 years, including adherence to previous business laws or Limited Liability Partnership (LLP) regulations.
Exclusive Nomination and Queries:
At the time of application, the individual in question should not concurrently serve as a nominee for any other One Person Company, ensuring exclusivity and focused commitment.
Documents Needed for Nomination Process in OPC
The following documents are required for nomination process in OPC:
- PAN Card Copy: A copy of the Permanent Account Number card.
- Address Proof: A copy of an official document serving as proof of address.
- Residence Proof: A copy of another document establishing the nominee’s residential address.
Also, these documents should reflect current and up-to-date information. Any provided documents should not be older than two months to ensure their validity.
Acceptable Forms of Address Proof
The permissible documents for address verification include:
- Passport
- Driver’s Licence
- Voter ID Card
- Ration Card
- Aadhar Card
Additionally, candidates can provide documents like bank statements, current electricity bills and telephone bills as evidence of their residence.
Procedure to Become a Nominee in OPC
In the process of becoming a nominee for a One-Person Company (OPC), a vital role that entails succeeding the sole director and shareholder in case of incapacitation or demise, several steps are involved.
1. Written Consent to the Director
The initial step to assume the role of an OPC nominee is to provide written consent to the sole director and shareholder. This act signifies a willingness to embrace the responsibilities connected with the nominee position. It is of paramount importance to thoroughly review the associated duties and obligations before granting consent.
2. Qualifications for undertaking role of a nominee in OPC
To be eligible as a nominee in an OPC, certain qualifications must be satisfied, which include Indian citizenship, resident and age requirement of 18 and above.
3. Agreement with the Sole Director and Shareholder
Following the submission of your written consent and fulfilment of necessary qualifications, an agreement must be reached with the sole director and shareholder of the OPC. This agreement formalises your appointment as a nominee and delineates the associated responsibilities, rights and obligations.
4. Intimation to the Registrar
Upon finalising the agreement, the OPC is required to submit specific documents to the Registrar of Companies (ROC). These documents include the consent letter, the formal agreement and other requisite forms as outlined by the Companies Act 2013. The OPC must ensure strict adherence to the prescribed format and submit the documents within the designated time frame.
Nominee in OPC: Withdrawal
In the scenario of a nominee wishing to withdraw their consent, the following steps must be undertaken:
1. Providing Written Notice: The nominee initiates the withdrawal process by submitting a written notice to both the sole member of the OPC and the OPC itself.
2. Nomination Replacement within Fifteen Days: Upon receiving the withdrawal notice, the sole member of the OPC is granted a window of fifteen days to propose an alternative nominee.
3. Filing Notice of Nomination Change: The OPC is responsible for officially documenting the change in nominee with the Registrar. This is accomplished through the submission of Form INC-4.
4. Fresh Nominee’s Consent Submission: The new nominee’s consent to assume the role should be furnished in writing, utilising Form INC-3. This submission should take place within thirty days from the point of acknowledging the withdrawal notice and the subsequent nominee alteration.
Role of Nominee in OPC on Death of the Director in OPC
In the unfortunate event of the demise or contractual incapacity of the sole member of an OPC, the following usually takes place:
1. Automatic Nominee Transition: Upon the sole member’s passing or incapacity, the nominee automatically assumes the position of a company member.
2. Proposal of a New Nominee within Fifteen Days: Within fifteen days of assuming membership, the new member is required to put forward the name of an individual to act as their nominee.
3. Registrar Notification: The OPC is obliged to officially inform the Registrar about the cessation of the former member and the appointment of the new member, utilising Form INC-4.
4. Inclusion of New Nominee’s Consent: The written consent of the newly proposed nominee must be included in Form INC-3, submitted alongside the Registrar notification.
Final Thoughts
The role of a nominee in OPC is very important for business continuity, legal compliance and stakeholder protection. The nominee manages affairs in case of the sole member’s absence, ensuring stability. They uphold compliance, safeguard interests and represent the company.
Becoming a nominee involves written consent, meeting eligibility criteria and formal agreements. Also, Form INC – 3 is considered very important in this regard. In unfortunate events like member demise, the nominee’s role shifts automatically. This role is essential, ensuring OPC’s seamless operation and legal adherence.
