The nominee is an important position in an OPC as it is required by law that every OPC must have a nominee who will take over the company’s operations in the event of the owner’s death or incapacity. The nominee consent form, therefore, ensures that the person who will act as the nominee of the OPC is aware of their responsibilities and has given their consent to act in this position. In this article, we shall discuss the nominee consent form in the case of one personal Company (OPC).
Who Is Considered To Be A Nominee In A One Person Company?
In a one-person company, there is only one person who is both the owner and the director. Therefore, there are no nominees in the traditional sense of the word. However, the Companies Act 2013[1] in India, which governs the formation and functioning of companies, requires that a one-person company shall nominate a person to act as a nominee director in case of death or incapacity of the owner. The nominee director will then act as the director of the company until the legal heir or representative of the owner is appointed or elected as the director of the company. The nominee director is not a shareholder and doesn’t have any ownership rights in the company. The nominee director is only responsible for managing the company in the absence of the owner.
What Is A Nominee Consent Form?
A nominee consent form is a legal document that is used in the formation of a One Person Company (OPC) in India. The nominee consent form is required to be submitted by the person who will act as the nominee of the OPC, and it confirms their consent to be appointed as the nominee of the company.
The nominee consent form for an OPC typically includes the following information:
- Name and address of the nominee
- Details of the OPC, including its name and registered address
- Confirmation of the nominee’s consent to act as the nominee of the OPC
- The terms and conditions of the nominee’s appointment
- Declaration by the nominee that they are not disqualified from being a nominee as per the Companies Act, 2013
- The signature of the nominee
Once the nominee consent form is filled and signed by the nominee, it must be submitted along with the other required documents to the Registrar of Companies (ROC) during the registration of the OPC. The ROC will then verify the documents & if everything is in order, will issue a CoI or Certificate of Incorporation to the OPC, allowing it to legally operate as a company.
Declaration Stated By the Nominee While Incorporating a One-Person Company
When incorporating a One Person Company (OPC) in India, the nominee is required to agree to certain declarations in the INC-3 form. These declarations include:
- Consent to Act as a Nominee: The nominee must give his or her consent to act as the nominee of the OPC and agree to the terms and conditions of the nomination.
- Disclosure of Details: The nominee must disclose his/her full name, address, occupation, and other relevant details as required by the form.
- Agreement to Act as a Director In Case Of Death/Incapacity of the Sole Member: The nominee must agree to act as a director of the One Person Company in case of death or incapacity of the sole member of the company.
- Acknowledgement of the Memorandum and Articles of Association: The nominee must acknowledge that he/she has read and understood the Memorandum and Articles of Association of the OPC and agrees to abide by the provisions mentioned in the same.
- Declaration of Not Being a Minor or Disqualified Person: The nominee must declare that he/she is not a minor, of sound mind, and not disqualified from acting as a director under any law.
- Indemnity: The nominee must agree to indemnify the company for any losses or damages incurred by the company due to any act or omission on his/her part.
These declarations are mandatory for the nominee to agree to while incorporating a Person Company in India.
Step To File For the Nominee Consent Form In Case Of OPC
If you are looking to file a nominee consent form for a One Person Company (OPC) in India, here are the steps you can follow:
- Step 1: Obtain The Nominee Consent Form
The first step is to obtain the nominee consent form from the Registrar of Companies (ROC) or download it from the official website of the Ministry of Corporate Affairs (MCA).
- Step 2: Fill In The Details
The next step is to fill in the details of the nominee in the form. This includes the nominee’s name, address, occupation, PAN card number, and Aadhaar number.
- Step 3: Attach Supporting Documents
The nominee consent form must be accompanied by certain supporting documents, such as the nominee’s identity proof (such as an Aadhaar card or passport) and address proof (such as a driving license or utility bill).
- Step 4: Get The Form Notarized
The nominee consent form must be notarized by a notary public or an advocate.
- Step 5: Submit The Form
Once the nominee consent form is filled in and notarized, it should be submitted to the ROC along with the application for incorporation of the OPC. The form can be submitted online through the MCA portal or in person at the ROC office.
- Step 6: Pay The Fees
The last step is to pay the required fees for filing the nominee consent form and the application for incorporation.
Once the above steps are completed, the ROC will process the application and, if everything is in order, will issue a CoI or Certificate of Incorporation for the OPC.
Below mentioned is the sample format of the Nominee Consent Form (INC-3):
Conclusion
It is important to note that the nominee cannot be the same person as the owner of the OPC, and the nominee must be an individual who is an Indian citizen and a resident of India. The nominee cannot be a company or a non-resident of India.
Read Our Article: Step By Step Process Of One Person Company Registration
