Kamal, a Chartered Accountant started his e-commerce business by incorporating a One Person Company (the OPC) on 1st October, 2023. He, being a sole member of the OPC named his brother Sudhakar, with his consent, as his nominee in the Memorandum of Association of the OPC. Now, Kamal intends to replace Sudhakar and to nominate any one of the following short-listed friends as a nominee with effect from 1st January, 2024.\ni) Robert, an Indian citizen, and a resident in India shifted his residence to the USA on 31st May, 2022 and has not returned to India till 1st January, 2024.\nii) Dinkar, an Indian citizen, and non-resident in India came for employment in India on 1st April, 2023 and have been continuously staying in India since then.\nReferring to the provisions of the Companies Act, 2013, advise Kamal regarding eligibility of his short-listed friends to be appointed nominee and the procedure to be followed for changing the name of the nominee as per the provisions of The Companies Act, 2013.

As per Rule 3 of the Companies (Incorporation) Rules, 2014: \nOnly a natural person who is an Indian citizen whether resident in India or otherwise-\n(a) shall be eligible to incorporate a One Person Company; \n(b) shall be a nominee for the sole member of a One Person Company. \nHere, “resident in India” means a person who has stayed in India for a period of not less than one hundred and twenty days during the immediately preceding financial year. \nIn the instant case, \n(i) Robert can be appointed as a nominee in the OPC by Kamal whether his stay in the preceding F/Y 2022-23 is less than 120 days or not as He is fulfils the above conditions.\n(ii) Dinkar can be appointed as a nominee in the OPC by Kamal as he is an Indian Citizen whether resident in India or otherwise.\nProcedure for changing the nominee: The member of OPC may at any time change the name of nominee by giving notice to the company and the company shall intimate the same to the Registrar. \nAny such change in the name of the person shall not be deemed to be an alteration of the memorandum.