Nature of Shareholding in an OPC

• An OPC has only one member who holds 100% of the company’s shares.
  
• The sole member is both the owner and shareholder of the company.
  
• The share capital is not divided among multiple shareholders as in a private limited company.
  
• Since ownership is fully concentrated in one individual, any transfer results in a complete change of membership.
  
• Share transfer in an OPC is therefore not partial or incremental—it is total and exclusive.
  

Conditions for Share Transfer

• The transfer of shares in an OPC results in a change of the sole member, which must comply with the Companies Act, 2013.
  
• A new person receiving the shares must be eligible to be an OPC member:
  
  • Natural person
    
  • Indian citizen
    
  • Resident of India
    
  • Not already a member or nominee of another OPC
    
• The nominee must also be changed to reflect the new member’s choice, following proper procedure.
  

Process of Share Transfer

• A share transfer agreement must be executed between the current member and the incoming member.
  
• A Board Resolution is passed to approve the transfer.
  
• A share transfer form (Form SH-4) is completed and signed by both parties.
  
• The new member’s name is recorded in the Register of Members maintained by the company.
  
• The company must then update its records and notify the Registrar of Companies (ROC) through Form INC-4.
  

Filing and Documentation

• Form INC-4 must be filed with the ROC within 30 days of the share transfer.
  
• Supporting documents include:
  
  • Copy of the share transfer agreement
    
  • Identity and address proof of the new member
    
  • Consent of the new nominee (Form INC-3)
    
  • Resignation or removal of the previous nominee
    
• Once approved, the ROC updates the new member’s details in the company’s legal records.
  

Implications of Share Transfer

• The new member assumes full ownership and liability of the OPC.
  
• The old member relinquishes all rights and responsibilities upon share transfer.
  
• All company records, statutory registers, and official communications must reflect the new ownership.
  
• The nominee relationship must also be updated to ensure future succession.