For the purposes of first proviso to sub-section (1) of section 3 -
(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber’s death or his incapacity to contract, become the member of that One Person Company.
(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and 1[such nomination in Form No.INC-32 (SPICe) along with consent of such nominee obtained in Form No.INC-3] and fee as provided in the Companies (Registration offices and fees) Rules, 2014shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.
(3) The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company:
Provided that the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No.INC.3.
(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014and the written consent of such another person so nominated in Form No.INC.3.
(5) The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No INC.3:
Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014and with the written consent of the new nominee in Form No.INC.3 within thirty days of receipt of intimation of the change.
(6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.
Amendment
1. Substituted by Companies (Incorporation) 5th Amendment Rules 2016 Dated 29th December 2016. (The Amendment shall come into force w.e.f. 1st January, 2017)
in rule 4, in sub-rule (2),
for the words and figures ‘such nomination in Form No.INC-2 along with consent of such nominee obtained in Form No-INC-3’
the words and figures ‘such nomination in Form No.INC-32 (SPICe) along with consent of such nominee obtained in Form No.INC-3’ shall be substituted.