Sub-section (4) of section 13 of the Companies Act, 2013 prescribes that the alteration of the memorandum of association of a company relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government.
As per Rule 30 of the Companies (Incorporation) Rules, 2014 - an application under section 13(4) shall be filed with the Central Government in Form No. lNC.23.
The Central Government has delegated to the Regional Directors the powers and functions vested in it under sub-sections (4) and (5) of Section 13. Refer Ministry of Corporate Affairs Notification S.O. 1352(E) dated 21st May, 2014.
In accordance with section 13(1), the approval of the members of a company by a special resolution is required for any alterations of the provisions of the memorandum.
Templates of special resolution for shifting of registered office from one state to another —
SAMPLE #1
#. Shifting of Registered office from the State of ................... to the State of ................... and alteration of Memorandum of Association
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 sections 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, subject to the approval of the Central Government (power delegated to the Regional Directors) and/ or any authority(ies) as may be prescribed from time to time, and subject to such approvals, permissions, consents and sanctions as might be required from any regulatory authority and further subject to such conditions and modifications as may be prescribed by such regulatory authority while granting such approvals, permissions, consents and sanctions, which may be agreed by the Board of Directors of the company (hereinafter referred to as "the Board", which term shall deem to include any of its duly constituted Committee), the consent of members of the company be and is hereby accorded for shifting of the Registered Office of the company from the State of ................... to the State of ................... and that clause II of the Memorandum of Association of the company be substituted with the following clause:
"II. The Registered Office of the Company will be situated in the State of ...................."
FURTHER RESOLVED THAT the Board and/or any other person so authorized by the Board, be and is hereby authorized on behalf of the company to make any modifications, variations or alterations stipulated by any authority, while according approval, consent as may be considered necessary and to appoint counsels/consultant and advisors, file applications/petitions, issue notices, advertisements, obtain orders for shifting of Registered Office from the authorities concerned and to do all such acts, deeds and things as may be deemed necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the company.”
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. ...
The Registered Office of the company is currently situated at (address), State: .........., PIN ..........., wherein the day to day operations of the company is carried on. In order to exercise better administrative and to streamline its operations as well as the management of affairs, the Board of Directors of the company in its meeting held on (Date) has recommended shifting the Registered Office of the company from the (City), State of .............. to (City), State of ..................
Since, most of the sales of the company is now happening in the State of .................. and large number of operations is being carried from the branch offices there, the Board of Directors are suggesting such shifting. The Board believes that this change would be in the best interest of the company and will not be detrimental to any of its stakeholders.
The shifting of the Registered Office from one State to another and alteration of Clause II of the Memorandum of Association ("the MOA") of the company requires the approval of the members of the company by means of a Special Resolution, in terms of the provisions of Sections 12, 13, 110 and any other applicable provisions of the Companies Act, 2013 and Rules made thereunder
A copy of the MOA of the company together with the proposed alterations is available for inspection by the members of the company at its Registered Office during normal business hours on all working days upto the date of the Meeting. The draft of the amended MOA proposed for approval, is circulated along with this Notice of the Extraordinary General Meeting.
None of the Promoters, Directors, Key Managerial Personnel and their respective relatives are concerned or interested, financially or otherwise, in the foregoing Resolution at item no. ... of the Notice.
The Board commends the above mentioned Resolution as set out in Item No. ... as a Special Resolution for your approval.
SAMPLE #2
#. Shifting of Registered Office of the Company from the (City), (State of .............) to the (City), (State of ................)
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 sections 12 and 13 of the Companies Act, 2013 ("the Act") read with Rule 30 of the Companies (Incorporation) Rules, 2014 ("the Rules"), and other applicable provisions of the Act and the Rules, if any, including any statutory modification(s) or re-enactment(s) thereof from time to time, subject to the approval of the Central Government (power delegated to Regional Director) and/or any other authority(ies) as may be prescribed from time to time and subject to such other approvals, permissions and sanctions as may be required under the provisions of the Act or under any other law for the time being in force, consent of the members of the company be and is hereby accorded for shifting the Registered Office of the company from the (City), (State of .............) to the (City), (State of ................) and that Clause II of the Memorandum of Association of the company be substituted with the following clause:
II. The Registered Office of the Company will be situated in the State of .................
RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the company, or any other officer / employee so authorized by the Board be and is hereby severally authorized on behalf of the company to make any alterations or variations stipulated by any authority, while granting the approval and permission as may be considered necessary and to appoint counsels/ consultant and advisors, file applications/ petitions, issue notices, advertisements, obtain orders for shifting of Registered Office from the authorities concerned and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the company.”
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NOTE: These resolution samples here 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.
Very helpful while drafting
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