Form INC-4: Complete Guide to One Person Company - Change in Member/Nominee
Form INC-4 is the webform filed with the Registrar of Companies (RoC) to intimate a change in the member or nominee of a One Person Company (OPC). It is governed by Section 3(1) of the Companies Act, 2013 read with Rule 4(4), 4(5) and 4(6) of the Companies (Incorporation) Rules, 2014.
A company is required to file this intimation whenever there is a change in the nominee of the OPC — whether by personal withdrawal of consent by the nominee, a change in nominee made by the member, or cessation of the member for reasons such as death, incapacity to contract, or change in ownership.
Note: INC-4 is processed in STP (Straight Through Processing) mode and taken on record electronically without manual review. There is no provision for resubmission — all particulars must be verified carefully before submission.
Who Should File INC-4 / When is it Filed
INC-4 is filed by a One Person Company in any of the following three situations (selected under “This form is for” in the webform):
- Notice of withdrawal of consent by the nominee of the OPC — when the existing nominee personally withdraws consent to act as nominee
- Intimation about change in the name of the nominee of the OPC — when the member changes the nominee
- Intimation of Cessation — when the sole member of the OPC ceases to be a member due to death, incapacity to contract, or change in ownership, and a new member/nominee needs to be recorded
Important Checkpoints Before Filing
- Applicant must be registered as a Business User on the MCA portal before filing
- The OPC for which the webform is filed must be registered with MCA and have a valid CIN
- Signatories must have an approved DIN or a valid PAN or valid Membership number, as applicable
- The DIN of the signing director must not be flagged for disqualification
- The business user must be associated with the company or authorised to e-file on its behalf (for other business users)
- The DSC attached to the webform must be registered on the MCA portal against the DIN/PAN/Membership number provided
- The signing authority’s DSC must be valid, non-expired, and non-revoked
- No other INC-4 or INC-6 form should be pending for approval against the same CIN
- The person being appointed as the new member must not already be a member of any other OPC
- The person being appointed as the new nominee must not already be a nominee of any other OPC — except where “Death or incapacity to contract” is the selected reason
- The form must not be signed by a signatory in respect of whom a DIR-12/DIR-32 for cessation is pending approval
- The date entered in the webform must not be less than the last date of appointment of the member/nominee
- Additional information that does not fit within a field can be provided as an optional attachment
Step-by-Step Filing Process
Option 1 — Via MCA Services Menu
- Access the MCA homepage and log in with valid credentials
- Select MCA Services → E-Filing → Company Forms Download
- Access “Form No. INC-4 (One Person Company - Change in Member/Nominee)”
- Enter Company Information (CIN auto-populated for company users; searchable for professional users; dropdown for other business users)
- Fill up the application
- Save the webform as a draft (optional — enabled once CIN is entered)
- Submit the webform
- Note the SRN generated on submission
- Affix the DSC on the generated PDF
- Upload the DSC-affixed PDF on the MCA portal
- Pay the fees — if the DSC-affixed PDF is not uploaded within 15 days of SRN generation, and payment is not completed within 7 days of successful upload or the due date of filing + 2 days, whichever is earlier, the SRN will be cancelled
- Receive the acknowledgement email
Option 2 — Via MCA Search Bar
Search for “INC-4” on the MCA homepage and follow the same steps from Company Information entry onward.
No Resubmission: Because INC-4 is processed in STP mode, there is no resubmission facility. Ensure the form is error-free before final submission.
Field-Level Instructions
Field 1: This Form is For
Select one of the three purposes — withdrawal of consent by nominee, change in name of nominee, or cessation of member. The fields displayed further down the form change dynamically based on this selection.
Field 6(b): Whether the Nominee is Same (in Case of Change in Ownership)
- Displayed only when “Intimation of Cessation” is selected and the reason for cessation is “Change in ownership”
- If ‘Yes’ is selected, only the “Particulars of Member” section becomes mandatory
- If ‘No’ is selected, both “Particulars of Nominee” and “Particulars of Member” sections become mandatory
Field 8: Particulars of the Nominee / Income-tax PAN
- Mandatory in all cases except where ‘Yes’ is selected in Field 6(b)
- PAN field is disabled if DIN is provided; mandatory if DIN is not provided
- PAN entered must not match the PAN of any existing DIN in the MCA database, and must be unique from the PAN of the new member in Field 9
- Digilocker fetch option available to auto-populate nominee details
- Clicking ‘Verify Income-tax PAN’ is mandatory wherever PAN is entered; it cross-checks name, father’s name, and date of birth against the PAN database
Field 9: Particulars of the New Member (Change in Ownership)
- Displayed only where cessation is due to “Change in ownership”
- Nationality of the new member must be India
- PAN must be unique from the nominee’s PAN (Field 8); however, where cessation is due to death or incapacity of the member, the PAN entered here must match the PAN of the old/existing nominee in the MCA database
Field 6(a): Due to (Reason for Cessation)
- Select the reason for cessation from the dropdown — death of member, incapacity to contract, or change in ownership
- Selecting ‘Death of the member’ or ‘Incapacity of member to contract’ auto-selects ‘his/her nominee’ as the person who becomes the sole member
- Selecting ‘Change in ownership’ auto-selects ’the transferee’
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Notice of withdrawal of consent filed by the nominee | Mandatory if “Notice of withdrawal of consent by the nominee of OPC” is selected |
| Copy of intimation given by member for change in nominee | Mandatory if “Intimation about change in the name of the nominee of OPC” is selected |
| Proof of cessation of member | Mandatory if “Intimation of Cessation” is selected |
| Optional attachment(s) (up to 5) | Optional |
- Format: PDF or JPG; up to 2 MB per individual attachment; total submission up to 10 MB
Signing Requirements
Declaration by Member
- Digitally signed by the member using a valid Income-tax PAN or DIN
- Designation selected from dropdown: Director / Manager / Company Secretary / CEO / CFO
- Director: approved DIN; Manager/CEO/CFO: approved DIN or valid PAN; Company Secretary: Membership number
Declaration by Nominee
- Mandatory in all cases except where ‘Yes’ is selected in Field 6(b) (nominee unchanged)
- The new nominee is required to digitally sign once the form is converted to PDF
- Not applicable to foreign companies
No Professional Certification: Unlike many other MCA webforms, INC-4 does not require certification by a practicing CA/CS/CMA.
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without Share Capital: ₹200
Additional (Delay) Fee
The event date for computing delay is the date of the notice of withdrawal of consent / change in nominee / cessation of member, and the time limit for filing is 30 days from that date.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2 times of normal filing fees |
| More than 30 days and up to 60 days | 4 times of normal filing fees |
| More than 60 days and up to 90 days | 6 times of normal filing fees |
| More than 90 days and up to 180 days | 10 times of normal filing fees |
| More than 180 days | 12 times of normal filing fees |
Processing Mode
INC-4 is processed entirely in STP (Straight Through Processing) mode and is taken on record through electronic mode without any further scrutiny. There is no provision for resubmission — applicants must ensure all particulars are correct before submission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Can INC-4 be resubmitted if the RoC raises objections? No. INC-4 is processed in STP mode and taken on record electronically without manual review. Since there is no resubmission facility, any errors mean the form must be filed afresh with correct particulars and fresh fees, including any applicable delay fee.
Q2. What is the time limit for filing INC-4? The webform should be filed within 30 days from the date of the relevant event (withdrawal of consent, change of nominee, or cessation of member). Delayed filing attracts additional fees ranging from 2 times to 12 times the normal fee depending on the period of delay.
Q3. Can the same person be nominee in two different OPCs? No. A person cannot be a nominee in more than one OPC at the same time, except where the cessation reason is “Death or incapacity to contract”.
Q4. Is professional certification required for INC-4? No. INC-4 does not require certification by a practicing CA, CS, or CMA — it only needs to be digitally signed by the member (and by the nominee, where applicable).
Q5. What happens if the sole member of an OPC dies? The nominee automatically becomes the member of the OPC. This change must be intimated to the RoC through INC-4 under the “Intimation of Cessation” option, selecting “Death of the member” as the reason.
Q6. Can INC-4 be filed if another INC-4 or INC-6 is already pending? No. The webform cannot be filed if any other INC-4 or INC-6 application is pending approval against the same CIN. The pending application must first be resolved.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India, for Form No. INC-4. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.