In accordance with sub-section (5) of section 12 of the Companies Act, 2013, the approval of the members of the company by passing of a special resolution in their general meeting is required for shifting of registered office of the company outside the local limits of any city, town or village where such office is situated.
But, in case, the change of the place of registered office is from the jurisdiction of one Registrar (RoC) to the jurisdiction of another Registrar within the same State - such change needs to be confirmed by the Regional Director on an application made in this behalf by the company.
Templates of special resolution for shifting of registered office outside local limits are given hereunder for your reference—
SAMPLE #1
#. To Authorise Change in Address of Registered Office
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 12 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 and any other applicable provisions, including amendments thereto for the time being in force, the consent of the members be and is hereby accorded for shifting of Registered Office of the company from its present location at (Old Address) to (New Address), which is under the jurisdiction of ............... police station.
RESOLVED FURTHER THAT (Name of the Director/Officer), (Designation) be and is hereby authorized to sign, execute any deeds, documents and file with the Registrar of Companies, .........., the required e-form, and any other statutory body, if required, the verification of the situation of the registered office of the company and any other necessary documents.”
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. ...
The registered office of the company is presently situated at (Old Address). With a view to improve operational efficiency of the company, the Board of Directors is proposing for shifting of the registered office of the company to (New Address).
In accordance with the provisions of Section 12(5) of the Companies Act, 2013, except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed, outside the local limits of any city, town or village where such office is situated.
Accordingly, consent of the members of the company is sought for passing a Special Resolution as set out at Item No. ... of the Notice.
None of the Directors and the Key Managerial Personnel of the company and their respective relatives is concerned or interested, financially or otherwise, in the resolution of item no. ...
The Board commends the special resolution set out at Item No. ... for the approval of the members of the company.
SAMPLE #2
# . Change of Registered Office of the Company
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT subject to the provisions of section 12(5) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, including any amendments or re-enactments thereof from time to time, the consent of the members of the company be and is hereby accorded to shift the registered office of the company from (Old Address) to (New Address) within the State of ...................
RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, any of the Directors of the company be and is hereby authorised to file Form INC-22 to the RoC and to carry out appropriate actions as maybe necessary for the implementation of the shifting of the registered office to the new location.”
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Relevant Resolutions:
1) Special Resolution for shifting of Registered Office from one State to another - available here
2) Board & Special Resolutions for shifting of registered office from one ROC to another within same state - available here
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NOTE: These resolution samples are only for your 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.
SAMPLE #2
# . Change of Registered Office of the Company
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT subject to the provisions of section 12(5) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, including any amendments or re-enactments thereof from time to time, the consent of the members of the company be and is hereby accorded to shift the registered office of the company from (Old Address) to (New Address) within the State of ...................
RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, any of the Directors of the company be and is hereby authorised to file Form INC-22 to the RoC and to carry out appropriate actions as maybe necessary for the implementation of the shifting of the registered office to the new location.”
.................................................
Relevant Resolutions:
1) Special Resolution for shifting of Registered Office from one State to another - available here
2) Board & Special Resolutions for shifting of registered office from one ROC to another within same state - available here
.................................................
NOTE: These resolution samples are only for your 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.
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