Special Resolution for shifting of registered office from one state to another
A registered is an official address for all types of correspondences or communications on behalf of the company. Sec 12 of Companies Act, 2013 regulates the provisions in terms of registered office. It is mandatory for every company to have its registered office within 15 days from the company registration. A company can change its registered office any time during its operations. As per Companies Act, 2013 a company can change its registered office in four ways-
- Within the same city
- Within the same state and ROC
- To other ROC in the same state
- From one state to another and different ROC
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Logic for shifting of registered office from one state to another
When Board of Directors along with its members of any company takes a mutual decision to shift the registered office from one state to another, there are many administrative and economical reason.
1. Administrative purpose
2. Economic cost benefit
3. Merger or Amalgamation between companies
4. Takeover of company
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Procedure highlights for shifting of registered office from one state to another
Step 1: Convene a Board Meeting for Change in registered office and Authorizing professional for representation
Step 2: Hold EOGM and pass Special Resolution
Step 3: File form MGT-14 within 30 days from the date of passing of special resolution
Step 4: Publish advertisement in form INC-26 30 days before filling form INC-23
Step 5: Send individual notices to debtors and creditors of the company
Step 6: File e form INC-23 with the Regional Director
Attachments:
- Copy of MOA
- Copy of minutes of EOGM
- Certified copy of Newspaper
- List of creditors & debenture holders
- Copy of application served to chief secretary of the state
- Declaration by the Company Secretary to the correctness of list of creditors & affairs of the company.
- Power of Attorney for authorization
- No objection from creditors
Step 7: Once form INC-23 gets approved, apply the order of ROC copy with Regional Directors in form INC-28.
Step 8: Filling of form INC-22 within 15 days of approval of INC-28
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Board Resolution for Shifting Of Registered Office from One State to another under Companies Act 2013
CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE BOARD 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
AUTHORITY TO SHIFT REGISTERED OFFICE:
“RESOLVED THAT pursuant to the provisions of section 13 read with section 12 and other applicable provisions, if any, of the Companies Act, 2013, subject to the confirmation of Regional Director, or any other Government Authority, consent of board of directors of the company is hereby accorded to shift to shift the registered office of the Company from the State of ……(State)……………. to …………(State)……….
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 State of ……(State)……………. to …………(State)……….
For And On Behalf Of
………………………………………………….PRIVATE LIMITED
Director Director
DIN: DIN:
Date:
Place:
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Board Resolution for Shifting Of Registered Office from One State to another under Companies Act 2013 calling Extra Ordinary General meeting (EOGM
CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE BOARD 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
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 from the State of ……(State)……………. to …………(State)………. 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 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 office of the Company from the State of ……(State)……………. to …………(State)……….
For And On Behalf Of
………………………………………………….PRIVATE LIMITED
Director Director
DIN: DIN:
Date:
Place:
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Special Resolution for Shifting Of Registered Office from One State to another under Companies Act 2013
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
“RESOLVED THAT pursuant to the provisions of section 13 read with section 12 and other applicable provisions, if any, of the Companies Act, 2013, subject to the confirmation of Regional Director, or any other Government Authority, consent of members of the company is hereby accorded to shift to shift the registered office of the Company from the State of ……(State)……………. to …………(State)……….
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 ………………………………”
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:
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