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What is Form INC-4? Change in Nominee/Member of One-Person Company

Srihari Dhondalay

Published On:2025-11-13

Updated On:2025-11-13

11 min read

A One Person Company (OPC) offers entrepreneurs the freedom to run a business independently. With only one member, the founder can make all decisions, manage operations, and enjoy full ownership. However, this structure also comes with a special legal requirement: appointing a nominee. Form INC-4 is the official document that records any changes related to the nominee or member of an OPC.

The nominee acts as a backup, ready to take over the company if the sole member passes away or becomes unable to manage the business. During OPC registration, the nominee’s details are officially recorded. Filed with the Registrar of Companies (ROC), this form keeps the company’s records up to date and ensures legal compliance under the Companies Act, 2013.

The need to file Form INC-4 can arise in several situations. The OPC must file it when a nominee withdraws consent, when the sole member appoints a new nominee, or when the original member leaves and the nominee assumes the position of the new member. In this blog, we explain everything about Form INC-4, including who must file it, the events that trigger its filing, and the step-by-step process to complete it correctly.

Who Should File Form INC-4?

Under Rule 4(4) of the Companies (Incorporation) Rules, 2014, One Person Companies (OPCs) must file Form INC-4 to report nominee changes or withdrawals. Private and public limited companies do not use this form

An OPC has a unique structure because a single member registers it. Under Section 3(1)(c) of the Companies Act, 2013 read with Rule 4 of the Companies (Incorporation) Rules, 2014, the sole member of an OPC must nominate another natural person who is:

A natural person
An Indian citizen
A resident of India
Willing to provide written consent to act as the nominee

The OPC obtains the nominee’s consent during incorporation and records it officially. The company also lists the nominee’s name in its Memorandum of Association (MOA). Filing Form INC-4 becomes necessary whenever there is a change in the nominee or when the nominee withdraws consent, ensuring that the company’s records with the Registrar of Companies (ROC) remain accurate and up to date.

Events Covered by Form INC-4: When to File?

The INC-4 form is a multi-purpose form. It is designed to handle four distinct events related to an OPC’s nominee. They are:

A nominee is not appointed for life and has the right to withdraw their consent anytime. To do so, the nominee must send a written notice to the sole member and provide a copy of the same to the OPC’s official address.

After receiving this notice, the sole member must appoint a new nominee within 15 days and obtain their consent in Form INC-3. The company must then file Form INC-4 with the Registrar of Companies within 30 days. It informs the ROC that the old nominee has left and officially records the appointment of the new nominee.

2. Intimation About a Change in Nominee by the Member

A sole member can change their nominee at any time. The member’s reason for the change does not matter. The member must send a written notice to the company mentioning the details of the new nominee.

The company must then obtain the new nominee’s consent using Form INC-3 and file Form INC-4 with the ROC within 30 days of the change. Once filed, the ROC updates its records, and the change becomes effective.

3. Cessation of a Member (Death or Incapacity)

This is the most critical use of Form INC-4. If the sole member dies or becomes incapacitated, the nominee steps in. The nominee automatically becomes a new member of the OPC.

The company must file Form INC-4 within 30 days of this event to notify the ROC. This filing informs the ROC about the member’s death or incapacity. It officially registers the nominee as the new sole member. This event ensures the company’s “perpetual succession.” The OPC continues to exist without its original founder. The new member must then appoint their own nominee.

4. Change in Nominee’s Name or Other Details

Sometimes, the nominee’s personal details may change due to events like marriage or relocation to a new address. The OPC must file Form INC-4 within 30 days to update the ROC’s records. This ensures the nominee’s information remains accurate and legally valid.

In any of these situations, the OPC must file Form INC-4. This must be done within the time limit set by law.

How to File Form INC-4? Step-by-Step Process

Filing Form INC-4 is a clear, electronic process. It is done on the Ministry of Corporate Affairs (MCA) portal (mca.gov.in) in the following manner:

1. Accessing and Downloading the Form

First, a person must visit the MCA website. The form is available in the ‘MCA Forms‘ section. A person needs to download the INC form from MCA. This is an e-form (a PDF file). It must be saved to a computer. It is filled offline using PDF software.

2. Selection of Appropriate Filing Purpose

The INC form requires the filer to choose the reason for filing. This is a crucial first step in the form. The options are:

Change in nominee
Change in member (where the nominee takes over)
Nominee’s withdrawal of consent
Change in the nominee’s details

Selecting the correct purpose is essential. It ensures the form is processed correctly.

3. Field-wise Instructions for Form Completion

The filer must fill out the INC-4 form carefully.

Field 1 (a): Enter the OPC’s Corporate Identity Number (CIN). The form will auto-fill the company’s name and address.
Field 3: Select the radio button for the form. This must match the event.
Field 4: If the event is “Change in Member,” this section must be filled. It requires the details of the new member (the former nominee).
Field 5: If the event is “Change in Nominee,” this section is used. It captures the details of the new nominee.
Field 6: This field is for “Withdrawal of Consent.” It requires details of the nominee who is withdrawing.
Field 7: This is for “Change in Nominee’s Details.” The filer provides the updated information here.

4. E-Signature Requirements

The OPC cannot submit Form INC-4 without digital signatures.

Director’s DSC: A current director of the OPC must sign the form. This is done using their Digital Signature Certificate (DSC).
Professional’s DSC: The form must also be certified. A practicing professional must digitally sign it. This can be a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CWA). A professional CA provider, like RegisterKaro, can provide reliable online CA services, ensure the form is filled accurately, guide you through compliance requirements, and prevent errors during filing

After signing, the OPC saves the form and uploads it to the MCA portal (mca.gov.in). The OPC must pay the required filing fee online. The prescribed fee depends on the company’s authorized capital, as per the Companies (Registration Offices and Fees) Rules, 2014.

Mandatory Attachments & Documentation for INC-4

The OPC must attach supporting documents to complete the filing of Form INC-4. The required documents depend on the reason for filing, and the OPC must submit them carefully to ensure accuracy.

Here is a list of common attachments:

Form INC-3 (New Nominee Consent): The OPC must attach this form whenever it appoints a new nominee, as the nominee’s consent is mandatory.
Proof of New Nominee:
- Copy of the new nominee’s PAN card.
- Identity proof (like an Aadhaar card or Voter ID).
- Address proof (like a recent bank statement or utility bill).
Notice of Withdrawal: The OPC must attach a copy of the written withdrawal notice if the previous nominee resigns.
Proof of Cessation of Member:
- If the member passes away, the OPC must attach a copy of the death certificate.
- If the member becomes incapacitated, the OPC must attach a medical certificate from a registered practitioner.
Proof of Change in Details: If the nominee changes their name, the OPC must attach a copy of the marriage certificate or gazette notification. For an address change, the OPC must attach updated address proof.

The company must ensure all attachments are clear. They must be legible and valid.

Review Process and MCA Approvals for INC-4

After the OPC submits Form INC-4, the Ministry of Corporate Affairs (MCA) begins the validation process, as outlined below:

1. Validation and Approval

Once the OPC uploads the form, the MCA system validates it and generates a Service Request Number (SRN) to track the submission. An officer at the Registrar of Companies (ROC) office reviews the form. The officer checks the details in Form INC-4. They also verify all the attachments.

If the officer finds all information correct, they approve the form and update the MCA’s register to reflect the changes. The validation and approval process is then complete.

2. Resubmission Requests

On the other hand, if the officer identifies any mistakes, missing attachments, or incorrect details, the officer marks the form for resubmission. The ROC sends an email to the OPC, requiring the company to correct the errors in Form INC-4 promptly.

After correcting the errors, the OPC must re-upload the updated form within the specified period, usually 15 days. If the OPC fails to resubmit within this timeframe, the Registrar of Companies may reject the form.

Common Mistakes and How to Avoid Them

Filing the INC-4 Form seems simple. However, small mistakes can lead to rejection or resubmission.

Here are some frequent errors:

Missing Form INC-3: The most common mistake is changing the nominee but forgetting to attach the new nominee’s consent in Form INC-3.
Incorrect Purpose: Selecting the wrong event on the form. For example, selecting “Change in Nominee” when the event was “Change in Member.”
Mismatched Details: The name of the nominee in the INC-4 Form must exactly match their PAN card. Even a small spelling difference will cause rejection.
Invalid DSC: Using an expired or invalid Digital Signature Certificate. Or, the professional’s signature is missing.
Illegible Attachments: Uploading scanned documents that are blurry, dark, or unreadable.

To avoid these, a person should double-check all fields. One must ensure all proofs are clear. Engaging a professional CA or CS ensures smooth processing of the INC-4 form. Contact us to get expert assistance for hassle-free filing.

Legal Implications of Non-Compliance

A company cannot ignore the filing of Form INC-4. Failing to file this has serious legal consequences:

Penalties: The Companies Act, 2013, imposes monetary fines for non-compliance. The MCA can penalize both the OPC and the responsible director.
Inaccurate Public Record: The MCA’s register will show outdated information. This looks bad for the company. It can create problems during audits or when taking bank loans.
Risk to Company Continuity: If the sole member dies, the nominee must take over. However, if the nominee had withdrawn consent and the OPC did not file Form INC-4, a legal void arises. This situation can complicate ownership transfer and threaten the OPC’s very existence.

Prompt and accurate filing of Form INC-4 is not just an administrative task. It is a critical part of good corporate governance.

Conclusion

Form INC-4 serves as a vital document exclusively for One Person Companies (OPCs) in India. It serves as the official communication channel with the ROC. It notifies them of changes to the most important people in an OPC: the member and the nominee.

The INC form is essential for an OPC’s stability and ensuring that its “perpetual succession” feature works effectively in every situation. Whether a nominee withdraws, a member changes their choice, or the member’s tenure ceases, this form keeps the records straight.

Filing the INC-4 form on time is a legal responsibility that helps prevent penalties, maintain good standing, and secure the company’s future. Given the legal details, it is always wise to use professional help. A CA or CS can ensure the form is filed correctly. This protects the OPC’s long-term health.

Frequently Asked Questions (FAQs)

Q-1: Is Form INC-4 used by all companies in India?

No, form INC-4 is an exclusive form. It is used only by One Person Companies (OPCs). Private limited or public limited companies do not use this form, as they do not have the concept of a single member’s nominee.

Q-2: Is it mandatory to file Form INC-4 if the nominee just moves to a new house?

Yes, OPCs must report any change in the nominee’s details, including address changes, to the Registrar of Companies (ROC). They must file Form INC-4 with the nominee’s updated address proof to keep records accurate.

Q-3: Can the nominee file Form INC-4 themselves?

No, the OPC must file Form INC-4. A director of the OPC must digitally sign the form, while the nominee provides consent in Form INC-3 or submits a withdrawal notice.

Q-4: Is there a penalty for filing Form INC-4 late?

Yes, failure to file Form INC-4 within the prescribed time (usually 30 days of the event) is a non-compliance under the Companies Act, 2013. The company and its responsible officer can be subject to monetary penalties.

Q-5: Does the new nominee need to sign any document?

Yes, the new nominee must provide formal consent using Form INC-3. The OPC attaches this signed form to Form INC-4 as a mandatory document.

Q-6: Can a member change their nominee multiple times?

Yes, the sole member of an OPC has the full right to change their nominee at any time. There is no limit on the number of changes. However, every time the nominee is changed, the company must file a new Form INC-4.

Q-7: Is Form INC-4 part of the SPICe+ incorporation process?

No, Form INC-4 is a post-incorporation compliance form. The initial nominee details are provided during the SPICe+ (INC-32) incorporation process. Form INC-4 is only used for any changes that happen after the company is registered.

Q-8: What happens if the sole member dies and Form INC-4 was never filed for a nominee change?

Yes, this creates a major legal problem. If the member dies, the person listed as the nominee in the MCA’s records becomes the new member. If that nominee has already resigned and the INC-4 was not filed, disputes over ownership can occur.

Q-9: Is Form INC-3 the same as Form INC-4?

No, they serve different purposes. Form INC-3 acts as the “Nominee Consent Form,” where the new nominee agrees to the appointment. The OPC uses Form INC-4 as the main e-form to notify the ROC about the change, attaching the signed Form INC-3 as supporting documentation.

Q-10: Where can one download the INC form from MCA?

Yes, a person can download the INC form from the MCA’s official website (mca.gov.in). Go to the “MCA Services” tab, then find “Company Forms Download.” The e-form INC will be listed there as a fillable PDF document.