Board Resolution in case of shifting of registered office from one state to another state

“Explore a sample board resolution for shifting a company’s registered office from one state to another. Understand the legal procedures, approvals required, and the role of directors and company secretary. Download this certified true copy for your reference.”

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTOR OF M/S ………… PRIVATE LIMITED (CIN- ……………) HELD ON DAY OF ______20___, AT REGISTERED OFFICE OF THE COMPANY SITUATED AT ……………

Resolution No.: …………  of …………… Board Meeting/20………

1. SHIFTING OF REGISTERED OFFICE FROM ………… TO ……….

“RESOLVED THAT pursuant to Section 12 and 13 and other provisions, if any,  of Companies Act 2013 read with the Companies ( Incorporation) Rules, 2014 including any statutory modification(s) and re- enactments(s)  thereof for the time being in force, subject to articles number ———–  of Articles of Association of the Company and subject to such approvals, consents, sanctions and permissions from any appropriate authority(ies) as may be necessary , and subject to the approval of shareholders of the company and approval of the Central Government , the consent of the board be and is hereby given to shift of registered office  of the company from ………. to ………

“RESOLVED FURTHER THAT clause II of the memorandum of association of the company be altered to read as:

“The registered office of the company will be situated in the ……………”

“RESOLVED FURTHER THAT Mr. _______________, Director of the Company, be and is hereby authorize to file such Forms with Registrar of Companies and authorize to do such act, deeds, and things as are necessary to give effect to above Resolution.

“RESOLVED FURTHER THAT Mr./Ms. ………, Company Secretary in Practice, having Certificate of Practice No. …………, be and is hereby authorize to make an application to Central Government (RD) and to make Advertisement in INC-26 and to send notice to Registrar of Companies and/or any other regulatory authority if any, to creditors of the Company and such acts, deeds, things as may be necessary to give effect to this Resolution.

Resolution No.: …………  of …………… Board Meeting/20………

2. CALLING OF AN EXTRA – ORDINARY GENERAL MEETING

“RESOLVED THAT a general meeting of the company be convened on the ………… at ………. A.M./P.M. at the registered office of the company at ……. to obtain the consent of the shareholders of the company for the proposed change of registered office of the company from……. to……….

“RESOLVED FURTHER THAT the draft notice of the ………. extra-ordinary general meeting placed before the meeting and duly initialled by the chairman/chairperson for the purpose of identification, be and is hereby approved and Mr/Ms……. of the company be and is hereby authorised to sign and issue the same to all the directors, members and auditors of the company.

“RESOLVED FURTHER THAT Mr/Ms …………………. of the company be and is hereby authorised to do all act, things and deeds necessary to give effect the said resolution —-

For and on the behalf of

……………… PRIVATE LIMITED

Director

DIN: