What is the Role of a Nominee in OPC?

A nominee plays a crucial role in an OPC. A novel type of business structure known as the One Person Company (OPC) emerged with the Companies Act, 2013 in India. It enables business owners to incorporate a firm with just one member. Every OPC needs a nominee to meet legal obligations. The Ministry of Corporate Affairs will choose a few organizations and then send out a nominee clearance form, depending on the situation. Let us discuss about the Role of a Nominee in OPC.

What is One Person Company?

A One-Person Company (OPC) is a business that can be incorporated with just one person. An entity known as an OPC combines the advantages of a sole proprietorship with a limited liability company. An OPC’s main goal is to give entrepreneurs and small business owners who want to run their companies like corporations without hiring more shareholders a legal identity.

Nominee of OPC- Defining Roles and Duties

A nominee is a crucial component of the OPC. One director is required to propose a nominee for a specific organization to register a one-person corporation. Depending on the circumstances, the Ministry of Corporate Affairs will choose several businesses before publishing a candidate consent form. The procedure is followed while starting a business with just one person. A few key pointers on the role of a nominee in OPC are-

• If a member dies or becomes incapable, the sole member of the OPC designates a nominee to take over management of the company. This protects stakeholders’ interests and ensures the seamless continuation of business activities.
• The nominee in OPC is the legal representative, completing the necessary documentation and complying with regulations, basically representing on the company’s behalf. 
• They are responsible for handling secretarial work and approving court documents.
• An OPC nominee is subject to several duties and rights. They can choose to step down as a nominee by sending the member a formal notice of their resignation. 
• During unforeseen circumstances, the nominee safeguards the interests of all parties involved, including shareholders, employees, and creditors.

Who can be a Nominee in OPC?

Some requirements must be fulfilled to be considered as a nominee of OPC.

• Must be an Indian citizen.
• You ought to be an Indian citizen.
• You have to be at least eighteen years old to be considered of legal age.

You must fulfill these requirements to be considered for a nominated role at OPC. Choosing a dependable, competent, and trustworthy individual to undertake the nominee’s tasks is crucial.

Nomination for an OPC

• The sole director and shareholder must designate a successor throughout the OPC formation procedure in case of incapacity or dissolution. Known as a “nominee,” this nominated individual is essential to maintaining the OPC’s stability and continuity.
• In the case that the sole director passes away or becomes incapacitated, this candidate, who plays a crucial function, will assume control of the business. 
• It is important to note that succession under personal law is not the same as the nominee clause in the OPC. Rather, it is a particular necessity outlined in the Companies Act 2013.

Procedure of Withdrawal or Death of a Nominee or Member of the OPC 

The procedure of withdrawal or death of a nominee or member of the OPC- 

• A person nominated by an underwriter or a member of an OPC may withdraw his consent by written notice to that sole member and the OPC.
• The Sole Member shall nominate another person as a proxy within 15 days of receiving notice of withdrawal and shall send a written report to the Company of this nomination together with the written consent of such other person so nominated in Form No. INC 3.
• The company is required to file with the Registrar a notice of withdrawal of consent, along with the name of the other person nominated by the sole partner in Form No. INC.4, within 30 days of receiving the notice of withdrawal of consent. The filing must also include the prescribed fee as per the Companies (Registration Authorities and Fees) Rules, 2014, and the written consent of the other person named in Form No. INC.3.
• A subscriber or a member of an OPC may, by notice in writing to the Company, at any time for any reason, change the name of the person designated by him, including in the event of death or incapacity of the nominee, and appoint another person after obtaining the prior consent of such other person in Form No. INC.3.
• After receiving this notice, the company must notify the Registrar of the change by submitting Form No. INC.4 to the Companies (Registration Authorities and Fees) Rules, 2014 along with the appropriate fee. If the new nominee provides written consent, Form No. INC 3 must be submitted within 30 days of the notice of change being received.

What occurs when a nomination allows one OPC member to join another OPC?

An individual who is a member of an OPC and becomes a nominee in another organization must meet the requirements to be a member of only one organization within a hundred and eighty days, meaning that the individual must revoke their membership in one of the organizations within that time frame.

Form for Withdrawal of Consent by the OPC Nominee

Form INC-4 is submitted in the event of a withdrawal of consent by the nominee or in the event of notification of a change in the nominee by the member.

Conclusion

An OPC’s operations and structure depend heavily on the presence of nominees. The nominee reassures the stakeholders and makes sure the business runs smoothly and continues. It is crucial for business owners thinking of registering for an OPC to carefully choose a candidate who satisfies the requirements and possesses the attributes needed to carry out the duties included in the position. By designating a nominee, the OPC can improve its standing, stability, and long-term prospects.

In case of any query regarding Role of a Nominee in OPC, a team of expert advisors from Legal Window is here to assist you at every step. Feel free to reach us at admin@legalwindow.in.