Draft Board Resolution for Shifting of Registered Office From One State to Another

Board-Resolution-Shifting-of-Registered-Office-From-One-State-to-Another

As per 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,—
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.

Draft Board Resolution for Shifting of Registered Office From One State to Another

RESOLVED THAT pursuant to provisions of section 12 of the Companies Act, 2013 (including any amendments thereto or re-enactment thereof) (the “Act”) read with rule 28 of the Companies (Incorporation) Rules, 2014 and subject to the approval of shareholders and the Central Government, the consent of the Board be and hereby accorded for shifting of registered office from the city of ………….. to …………….. i.e. from the state of ……… to …………….

"RESOLVED FURTHER THAT subject to the aforementioned confirmation/approval and pursuant to section 13 and all other applicable provisions, if any of the Companies Act, 2013, the existing clause II of Memorandum of Association of the Company be and is hereby substituted with the following clause II:
“II. The Registered Office of the Company will be situated in the State of __________.” 

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Shri ____________ of the company be and is hereby authorized to do all such acts, deeds, filings, matters and things and execute all such deeds, documents, instruments and writings as may be required, with powers on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard. 
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