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Resolution shift registered office one RoC to another- same state

shifting registered office from one ROC to another within same stateIn accordance with section 12(5) of the Companies Act, 2013, in order for a company to shift its registered office within the same state but from the jurisdiction of one Registrar of Companies (RoC) to another RoC, essentially, there are three approvals required:
 (1) Board Resolution (by Board of Directors);
 (2) Special Resolution (by Members/ Shareholders); and
 (3) Confirmation by Regional Director.

While filing application to the Regional Director, in addition to the board and special resolutions copies, some other documents need to be submitted as specified in the Rule 28 of the Companies (Incorporation) Rules, 2014.


Following templates of the resolutions can be referred for drafting.

BOARD RESOLUTION for Shifting of Registered Office from One ROC to Another within Same State

SAMPLE #1

#. Shifting of the registered office of the Company from (City) to (City) within the State of ...................

“RESOLVED THAT pursuant to the provisions of Section 12 and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules framed thereunder, and subject to the approval of members of the company and the confirmation from the Regional Director, ..region.., the Registered Office of the Company be shifted from (Old Address) to (New Address) within the State of ...............

RESOLVED FURTHER THAT the (Name of the Director / Officer), (Designation) of the company be and is hereby authorized to file the applicable e-forms and documents with the Registrar of Companies, ............. and Regional Director, ............ and to do all such acts, deeds and things as may be necessary or incidental in this regard.”

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SAMPLE #2

#. To shift the Registered Office of the Company from (City) to (City) within (State)

“RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013, read with Rule 28 of the Companies (Incorporation) Rules, 2014, and any other applicable provisions, including any statutory amendment(s) thereto or re-enactment(s) thereof for the time being in force, and subject to the approval of members of the company and confirmation from the Office of Regional Director, (region), and such other consents, permissions and approvals, as may be required, the consent of the Board of Directors of the company be and is hereby accorded to shift the Registered Office of the company from ‘..............address..............’ i.e. within the jurisdiction of Registrar of Companies, ................... to ‘..............address..............’ i.e. within the jurisdiction of Registrar of Companies, ................... .

RESOLVED FURTHER THAT the (Name of the Director / Officer), (Designation) of the company be and is hereby authorized to file the applicable e-forms and documents with the Registrar of Companies, ............. and Regional Director, ............ and to do all such acts, deeds and things as may be necessary or incidental in this regard.”

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SAMPLE #3

#. To alter the Memorandum of Association of the Company for shifting of the Registered Office of the Company from (City) to (City) within (State)

“RESOLVED THAT, pursuant to the provisions of section 13 of the Companies Act, 2013 and rules made thereunder, and subject to the approval of the members of the company, the Clause ... of the Memorandum of Association of the company be substituted and replaced as under:

 ".... The Registered Office of the Company will be situated in the State of .............., within the jurisdiction of Registrar of Companies, ................ ."

RESOLVED FURTHER THAT the (Name of the Director / Officer), (Designation) of the company be and is hereby authorized to file the applicable e-forms and documents with the Registrar of Companies, ............. and any other appropriate authority as may be necessary and to do all such acts, deeds, things and matters as may be necessary in this regard.”

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SPECIAL RESOLUTION for Shifting of Registered Office from One ROC to Another within Same State

SAMPLE #1

#. To shift the Registered Office of the Company from (City) to (City) within (State)

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 12 and all other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder, and subject to the approval of Regional Director, ..region.., the Registered Office of the company be shifted from (Old Address) to (New Address) within the State of ...............

RESOLVED FURTHER THAT the (Name of the Director / Officer), (Designation) of the company be and is hereby authorized to file the applicable e-forms and documents with the Registrar of Companies, ............. and Regional Director, ............ and to do all such acts, deeds and things as may be necessary or incidental in this regard.”



#. To alter the Memorandum of Association of the Company for shifting of the Registered Office of the Company from (City) to (City) within (State)

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT, pursuant to the provisions of section 13 of the Companies Act, 2013 and rules made thereunder, the Clause ... of the Memorandum of Association of the company be substituted and replaced as under:

 ".... The Registered Office of the Company will be situated in the State of .............., within the jurisdiction of Registrar of Companies, ................ ."

RESOLVED FURTHER THAT the (Name of the Director / Officer), (Designation) of the company be and is hereby authorized to file the applicable e-forms and documents with the Registrar of Companies, ............., and any other appropriate authority, if necessary, and to do all such acts, deeds and things as may be necessary or incidental in this regard.”

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SAMPLE #2

Item No. ....

Shifting of the registered office of the Company from (City) to (City) within the State of ...................

To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 12 and other applicable provisions of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014, including any statutory amendment(s) thereto or re-enactment(s) thereof for the time being in force, and subject to the confirmation from the Office of Regional Director, (region), and such other consents, permissions and approvals, as may be required, the consent of the members of the company be and is hereby accorded to shift the Registered Office of the company from ‘..............address..............’ i.e. within the jurisdiction of Registrar of Companies, ................... to ‘..............address..............’ i.e. within the jurisdiction of Registrar of Companies, ................... .”

“FURTHER RESOLVED THAT Clause II of the Memorandum of Association of the Company be  substituted and replaced as under:

 II. The Registered Office of the Company will be situated in the State of .............., within the jurisdiction of Registrar of Companies, .................”

“RESOLVED FURTHER THAT (Name of the Director / CS / Officer), (Designation) of the company be and is hereby authorized to file the necessary forms, papers and documents and arrange to issue newspaper advertisements, submit, alter and modify all the documents to be submitted with the concerned authorities from time to time, to represent, either in person or authorise under a power of attorney, such other persons as may be deemed necessary and generally to do all such acts, deeds and things as may be required to give effect to the foregoing resolutions.”



Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013)

The following statement sets out all material facts relating to Special Business of the accompanying Notice dated ..................

Item No. ....

Shifting of the registered office of the company from (City) to (City) within the State of ...................

The registered office of the company is presently situated at .................address.................. The Board of Directors of your company proposes to shift the registered office to .................address................. for operational conveniences as the factories of the company, most of the customers and suppliers are from the nearby localities of the said new address.

The Board of Directors, at its meeting held on (date), approved the shifting of the registered office of the company from ...city..., jurisdiction of Registrar of Companies (RoC), ........ to ...city... , jurisdiction of Registrar of Companies (RoC), ........ within the State of ....................

In accordance with section 12(5) of the Companies Act, 2013, the company can shift the registered office from the jurisdiction of one RoC to another RoC within the same State after obtaining the approval of the members through a special resolution and subject to confirmation from the Regional Director, ..............

This shifting of registered office also requires the alteration of the clause ... of Memorandum of Association of the company, and hence it also requires the approval of the members by Special Resolution.

The shifting of the registered office, as proposed and approved by the Board of Directors, is in the best interest of the company, its members and the concerned stakeholders.

Accordingly, approval of the members of the company is being sought by way of a Special resolution through for shifting of the registered office from (City) to (City) and consequential amendment to Memorandum of Association.

None of the Directors and Key Managerial Personnel of the company or their respective relatives are concerned or interested, financially or otherwise, in the proposed resolution except to the extent of their shareholding, if any, in the company.

The Board commends the passing of the resolution set out at Item No. ... of the accompanying Notice as a Special Resolution.





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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Gokul Das9/03/2019

    Thank you for the draft resolution

    ReplyDelete

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