Format of Board resolution for shifting of registered office outside the local limits
May 6, 2020
Special Resolution for shifting of registered office from one state to another
May 8, 2020
Format of special resolution for shifting of registered office of Company from one ROC to another within same State
Registered office of the company is an official address for all types of correspondences or communications on behalf of the company. As per the provisions of sec 12 of Companies Act, 2013 it is mandatory for every company to have its registered office within 15 days from the date of incorporation of the company. Thus, it is an obligation on part of entrepreneur to make sure that the company furnish return for verification of its registered office within 30 days after registration. However it is crystal clear from above that registered office of the companies need to comply all the legacy related to change in registered office if any. Once a company gets registered, it can change its registered office any time following a proper code of conduct and adherence of Companies Act, 2013. Format of special resolution for shifting of registered office from one ROC to another within same State is prescribed in the provisions and rules of Companies Act, 2013.
Reasons for shifting of registered office from One ROC to another within same State
When a company is moving towards growth, it have a much broader vision, ultimately expanding all over the globe. Ultimately it gives rise to shifting of its business operations from one place to another. The reasons listed below are responsible for shifting of registered office from one place to another anywhere in India.
- Tremendous business expansion in specific city or state
- Administrative convenience
- Economic ease
- Concentration of cream customer base in any particular city or state
- Insufficient current infrastructure of the company
- Merger or Amalgamation of the Company
- Takeover on a company by any other company
- Increase in human resource
Pre requisite conditions for Shifting of registered office of company from one ROC to another within same State
When board of directors decides for Shifting of registered office from one ROC to another within same State it should map out some pre requisite conditions for the same.
Condition 1: Company has not made any default in payment of dues to its employees
Condition 2: Company must have filed all annual returns and financial statements up to date.
Condition 3: Company has appointed Company Secretary if it becomes eligible for the same
Condition 4: Employees interest should not be adversely affected due to the proposed shifting.
Condition 5: Consent of all creditors has been accorded by the company before the shifting proposal
Board resolution format for shifting of registered of company office from one ROC to another within same State
CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ………………………………………………………. PRIVATE LIMITED HELD ON…………………………………… AT THE REGISTERED OFFICE OF THE COMPANY AT ………………………………………………………………AT 11.00 A.M AND CONCLUDED AT 11:30 A.M
AUTHORITY TO SHIFT REGISTERED OFFICE:
“RESOLVED THAT pursuant to the provisions of Section 12(5) of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members in the General Meeting and further to the confirmation by the Regional Director …………………………under section 12 (5) of the Companies Act, 2013, the Registered Office of the company be shifted from the jurisdiction of Registrar of Companies, ………………..to the jurisdiction of Registrar of Companies, ………………………within the State of Maharashtra.
RESOLVED FURTHER THAT Mr……………………………, and/or Mr…………………………………….. directors of the Company be and is hereby authorized to make Applications and to execute all other necessary documentation, formalities and to do all such acts, deeds, matters, things and sign necessary e-forms as may be required to give effect to above resolution.”
RESOLVED FURTHER THAT CS ………………………….Company Secretary in Practice be and is hereby authorized to represent before the Regional Director………………………….under section 12(5) of the Companies Act, 2013, for shifting the Registered Office of the company from the jurisdiction of Registrar of Companies………………………….. to the jurisdiction of Registrar of Companies, …………………..within the State of Maharashtra.
For And On Behalf Of
………………………………………………….PRIVATE LIMITED
Director Director
DIN: DIN:
Date:
Place:
Board resolution format for shifting of registered office from one ROC to another within same State for calling Extra Ordinary General meeting (EOGM)
CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ………………………………………PRIVATE LIMITED HELD ON ……………………………………………..AT THE REGISTERED OFFICE OF THE COMPANY AT —————————————————————————–AT 12.00 A.M AND CONCLUDED AT 12:30 A.M
BOARD RESOLUTION FOR CALLING EXTRAORDINARY GENERAL MEETING:
“RESOLVED THAT an Extra Ordinary General Meeting of the Company be called and held on …………………………………. at the registered office situated at ————————————————————————————————at 12:00 A.M. to transact the special business of Alteration of Clause II of the Memorandum of Association to pass the special resolution to shift the registered office within the same State from the jurisdiction of Registrar of Companies, ……………………to the jurisdiction of Registrar of Companies, ………………….within the State of Maharashtra and that the notice of such Extraordinary General meeting as placed before the Board, be and is hereby approved.
RESOLVED FURTHER THAT Mr………………………………….. and/or Mr………………………… directors of the Company be and is hereby authorised to sign and issue the Notice of the Extra Ordinary General Meeting to the concerned persons as per the provisions of Section 101 of the Companies Act, 2013 and to take all necessary steps to give effect to the above resolution.”
For And On Behalf Of
………………………………………………….PRIVATE LIMITED
Director Director
DIN: DIN:
Date:
Place:
Special Resolution for shifting Company Address from one ROC to another within same State
CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE EXTRA ORDINARY GENERFAL MEETING OF ………………………………………………………. PRIVATE LIMITED HELD ON ……………………………………AT THE REGISTERED OFFICE OF THE COMPANY AT —————————————————————————————–AT 11.00 A.M AND CONCLUDED AT 11:30 A.M
EXTRA ORDINARY GENERAL MEETING FOR OPTING MEMBERS APPROVAL TO SHIFT REGISTERED OFFICE FROM THE JURISDICTION OF REGISTRAR OF COMPANIES ………………………….. TO THE JURISDICTION OF REGISTRAR OF COMPANIES………………………
“RESOLVED THAT subject to the confirmation of Regional Director,……………………the registered office of the company be shifted from “…………………………………………………………………………” from the jurisdiction of Registrar of Companies,……………………………….to “……………………………………………………………………” to the jurisdiction of Registrar of Companies…………………………………………………….
RESOLVED FURTHER THAT the existing Clause II of the Memorandum of Association of the company be substituted as follows:
“The Registered Office of the Company will be situated in the State of ……………………………… within the jurisdiction of Registrar of Companies,……………………..”
RESOLVED FURTHER THAT Mr………………………………………….,and/or Mr……………………………………………Directors of the Company be and are hereby authorized to do all such acts, things, deeds and matters as may be necessary to give effect to the above resolution.
For And On Behalf Of
………………………………………………….PRIVATE LIMITED
Director Director
DIN: DIN:
Date:
Place:
