Board Resolution Format for Registered Office Change

All companies and LLPs registered in India are required to have a registered office in India during the existence of the company. All official communication pertaining to a company is usually sent to the registered office of the company. Hence, any change of registered office must be approved by the Board of Directors and intimation must be filed with the Registrar of Companies. The following Board Resolution formats can be used for change of registered office of a company.

Change of Registered Office within State

For change of registered office within the same state, the following Board Resolution format can be used: RESOLVED that the registered office of the Company be shifted from <Old Registered Office Address> to <New Registered Office Address>, with effect from <Date>. RESOLVED FURTHER that the Secretary of the Company be and is hereby authorised to file the necessary return with the Registrar of Companies, <ROC State> pursuant to section 12(4) of the Companies Act, 2013. RESOLVED FURTHER that change in the place of registered office of the Company be made in the name plates or board affixed at the registered office oas also in the letter heads, official publications, documents, etc., pursuant to the provisions contained in section 12 of the Companies Act, 2013.

Procedure for changing registered office within state

Change of registered office within the same city, town or village does not require the consent of the members of the company at a general meeting. A notice of change of registered office within the same state must be filed with the MCA within 30 days of change.

Know more about procedure for change of registered office.

Change of Registered Office to Another State

For change of registered office to another state, the following Board Resolution format can be used: RESOLVED that pursuant to section 12 of the Companies Act, 2013 and subject to the confirmation of the Regional Director, the registered office of the Company be shifted from <Old Registered Office Address> to <New Registered Office Address>. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to carry out the said change subsequent to the confirmation of the Regional Director as they deem fit and proper.

Procedure for changing registered office outside state

In case of change of registered office to a place outside the state, a general meeting must be conducted and a special resolution must be passed for the change of registered office in the format provided above. In addition to the resolution, atleast 1 month prior to the date of filing of application, the company must publish a notice in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the Company is situated, and atleast once in English language in an English newspaper circulating in that district. Also, the company must serve individual notice to each debenture holder, depositor and creditor of the company, clearly indicating the proposed change of registered office of the company to another state and state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds for opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

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Frequently Asked Questions

Common questions about Board Resolution Format for Office Relocation in India.

A Board Resolution is a formal document that records the decision made by the Board of Directors of a company regarding a specific matter. In the context of changing the registered office address, it serves as an official approval from the Board for the proposed change.

According to the Companies Act, 2013, any change in the registered office address of a company must be approved by the Board of Directors through a resolution. This ensures proper governance and documentation of such a significant decision.

To change the registered office within the same state, the Board must pass a resolution approving the change. The company then needs to file a notice with the Registrar of Companies (RoC) within 30 days of the change. No shareholder approval is required for this process.

If the company wants to shift its registered office to another state, it needs to pass a special resolution in a general meeting, in addition to the Board Resolution. The company must also publish notices in newspapers and inform creditors and debenture holders about the proposed change.

Yes, if the company is changing its registered office to another state, it must serve individual notices to each debenture holder, depositor, and creditor, informing them about the proposed change and giving them an opportunity to raise objections, if any.

A company has 30 days from the date of the change to file a notice with the Registrar of Companies (RoC) for a change of registered office within the same state.

Failure to follow the prescribed procedure for changing the registered office can lead to penalties and legal consequences for the company and its directors. It is essential to comply with the Companies Act and the applicable rules and regulations.

Yes, the Board Resolution for changing the registered office can be passed through circulation, provided all the directors are given proper notice and have the opportunity to raise objections or concerns, if any.

Changing the registered office can offer better accessibility, proximity to business operations, cost savings, or other strategic advantages for the company. It can also help in better coordination and communication with regulatory authorities and stakeholders.

Yes, once the change of registered office is effective, the company must update the new address on all its official documents, publications, letterheads, and other materials as per the requirements of the Companies Act, 2013.