Rule 4 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A One Person Company has one member, so the law needs a named person who steps in if that member dies or cannot contract. Rule 4 sets out how the subscriber names that nominee, how the nominee's consent is recorded, how the nominee can withdraw, and how the nominee can be changed. It is made "for the purposes of first proviso to sub-section (1) of section 3" of the Act.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. Founders setting up a single-member company can see our One Person Company page.
The subscriber must nominate a person, after that person's prior written consent, who becomes the member on the subscriber's death or incapacity to contract. The nominee's name goes into the memorandum. The nominee may withdraw consent by written notice; the sole member then has fifteen days to nominate another and the company has thirty days to file Form INC-4.
Rule 4(1): nomination at incorporation
The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining that person's prior written consent. The nominee will, if the subscriber dies or becomes incapable of contracting, become the member of the company. The rule uses "death or his incapacity to contract" and prints no other event.
Rule 4(2): the memorandum, the declaration and the filing
The nominee's name must be mentioned in the memorandum. The nomination details along with the nominee's consent are filled in Form No. INC-32 (SPICe+) as a declaration, and that form, with the fee provided in the Companies (Registration offices and fees) Rules, 2014, is filed with the Registrar at the time of incorporation along with the e-memorandum and e-articles. Our article on rules 12 and 38 covers SPICe+.
Form INC-3 is in this article's title because older versions of rule 4 had the nominee's consent in Form INC-3. The current wording, as substituted by the Companies (Incorporation) Amendment Rules, 2023 dated 19th January, 2023, has the consent filed as a declaration in INC-32 at incorporation and in INC-4 afterwards, and does not mention INC-3. Read the rule as it now stands.
The fee is not printed in this rule; see our articles on the Registration Offices and Fees Rules.
Rule 4(3): the nominee withdraws
The nominee may withdraw consent by notice in writing to the sole member and to the One Person Company. The proviso then gives the sole member fifteen days from the receipt of the notice of withdrawal to nominate another person, and to send an intimation of the nomination in writing to the company, together with the written consent of the new nominee, which is filed as a declaration in Form No. INC-4.
Rule 4(4): the company's notice of withdrawal
The company shall, within thirty days of receiving the notice of withdrawal, file with the Registrar:
- a notice of the withdrawal of consent;
- the intimation of the name of the other person nominated by the sole member, in Form No. INC-4;
- the fee as provided in the Registration offices and fees rules;
- the written consent of the new nominee in the form of a declaration in INC-4.
Rule 4(5): changing the nominee at will
The subscriber or member may, by intimation in writing to the company, change the name of the person nominated "at any time for any reason", including in case of death or incapacity to contract of the nominee, and nominate another person after obtaining that person's consent. The declaration is filed in Form No. INC-4. The proviso requires the company, on receiving the intimation, to file with the Registrar a notice of the change in Form INC-4, with the fee, and with the particulars of consent of the new nominee as a declaration in INC-4, within thirty days of receiving the intimation.
Rule 4(6): when the nominee becomes the member
If the sole member ceases to be a member by death or incapacity to contract and the nominee becomes the member, the new member must nominate someone within fifteen days of becoming the member. The company files an intimation of the cessation and nomination in Form INC-4 with the fee within thirty days of the change in membership, with the particulars of consent of the newly nominated person as a declaration.
The periods side by side
| Event | Who acts | Period as printed | Form |
|---|---|---|---|
| Nominee withdraws consent | Sole member nominates another | Fifteen days of receipt of notice | Consent as declaration in INC-4 |
| Withdrawal notice received | Company files with Registrar | Thirty days of receipt | INC-4 |
| Member changes nominee | Company files with Registrar | Thirty days of receipt of intimation | INC-4 |
| Nominee becomes member | New member nominates next nominee | Fifteen days of becoming member | Declaration in INC-4 |
| Nominee becomes member | Company files with Registrar | Thirty days of the change in membership | INC-4 |
The rule does not compute calendar end dates; count from the trigger the rule names.
Example: Arjun Menon is the sole member of Menon Design Studio One Person Company, with his sister Leela as nominee. Leela gives notice that she wishes to withdraw. Arjun has fifteen days from receiving the notice to nominate someone else, with that person's consent. The company then has thirty days from receiving Leela's notice to file INC-4 with the Registrar giving the new name and the new nominee's consent declaration.
Practical points
- Get the nominee's written consent before the subscriber signs, so that it can be recorded in the memorandum and in SPICe+.
- Keep a dated copy of any withdrawal notice. Both the fifteen-day and the thirty-day clocks start from receipt of that notice.
- A change of nominee at the member's choice follows rule 4(5), not the withdrawal route; the filing period is still thirty days.
- If the nominee has become the member, nominate the next person within fifteen days; do not wait for the company's thirty-day filing.
Related rules
Eligibility for incorporating as a One Person Company or being a nominee is in rule 3, which has its own live post: OPC eligibility under rule 3. Rule 5 (the old penalty rule) is omitted, by notification dated 1st May, 2015; the penalty for the One Person Company rules now sits in rule 7A, which our article on rules 6, 7 and 7A explains. For what the Act says on One Person Companies, read our section 3 guide and the One Person Company sections and exemptions post.
Need help with a One Person Company?
Naming the right nominee, recording the consent and filing INC-4 on time are small tasks that cause large problems when missed. TaxClue can handle nomination changes and filings for your company; see our One Person Company page.
Key takeaways
- The nominee's prior written consent is required, and the name goes in the memorandum.
- At incorporation, nomination and consent are filed as a declaration in SPICe+ (INC-32).
- After withdrawal, the sole member has fifteen days to name another nominee.
- The company files INC-4 within thirty days of the notice or intimation.
- A new member who was the nominee must name the next nominee within fifteen days.
- Rule 5 is omitted; INC-3 is no longer named in rule 4.
Read next
- Rules 1, 2 and 11: commencement, definitions and model articles
- Rules 6, 7 and 7A: converting a One Person Company and back
- OPC eligibility under rule 3
- One Person Company: applicable sections and exemptions
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.