06 July 2024
Certainly! Here's a draft outline for the resolution and related documents required for shifting the registered office of a company from Pune to Mumbai within the state of Maharashtra:
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**Draft Resolution for Shifting Registered Office from Pune to Mumbai:**
**Resolution passed by the Board of Directors:**
At a meeting of the Board of Directors of [Company Name] held on [Date of Board Meeting], the following resolution was duly passed:
**"Resolution for Shifting Registered Office from Pune to Mumbai"**
**WHEREAS:**
1. The Board has reviewed the proposal to shift the registered office of the company from its current address at [Current Address in Pune] to a new address at [Proposed Address in Mumbai], both within the State of Maharashtra.
2. The proposed shift of registered office is considered beneficial to the company in terms of operational convenience and business efficiency.
**RESOLVED THAT:**
1. Subject to the approval of the members of the company in a general meeting and compliance with the applicable provisions of the Companies Act, 2013, and rules made thereunder, including any amendments or modifications thereof, consent be and is hereby accorded to shift the registered office of the company from its current address at [Current Address in Pune] to [Proposed Address in Mumbai], within the State of Maharashtra.
2. [Name of Director], [Designation of Director], be and is hereby authorized to sign and file all necessary forms, documents, and applications with the Registrar of Companies, Maharashtra, Pune, and Mumbai, and to do all such acts, deeds, matters, and things as may be necessary or desirable in connection with the shifting of the registered office of the company.
**FURTHER RESOLVED THAT:**
1. The consent of the members of the company be and is hereby accorded to convene an Extraordinary General Meeting (EGM) of the members of the company for obtaining their approval by way of a special resolution for shifting the registered office from Pune to Mumbai.
2. [Name of Director], [Designation of Director], or any other authorized officer of the company be and is hereby authorized to issue notices, convene the EGM, and to do all acts, deeds, and things as may be necessary or desirable in connection therewith.
**RESOLVED FURTHER THAT:**
1. The draft explanatory statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts concerning the proposed shift of registered office, along with the reasons thereof, be and is hereby approved.
2. [Name of Director], [Designation of Director], be and is hereby authorized to sign and submit the necessary forms and documents, including the application for approval of the shift of registered office, to the Registrar of Companies, Maharashtra, Pune, and Mumbai.
**RESOLVED FURTHER THAT:**
1. The expenses, charges, and costs incurred or to be incurred by the company in connection with the shifting of the registered office, including but not limited to legal fees, professional charges, filing fees, and other incidental expenses, be and are hereby approved.
2. [Name of Director], [Designation of Director], be and is hereby authorized to incur such expenses, charges, and costs, and to make necessary payments in this regard.
**RESOLVED FURTHER THAT:**
1. [Name of Director], [Designation of Director], be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary or expedient to give effect to this resolution."
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**Documents Required:**
1. **Board Resolution**: As drafted above, signed by the directors. 2. **Notice of Extraordinary General Meeting (EGM)**: To be sent to all shareholders. 3. **Explanatory Statement**: Detailing the reasons for the shift of registered office. 4. **Special Resolution**: Passed by the shareholders at the EGM. 5. **Form INC-22**: Filed with the Registrar of Companies (RoC) within 30 days of the date of change of registered office. 6. **Form INC-28**: Filed with the RoC for approval of shifting registered office from Pune to Mumbai. 7. **Updated MOA and AOA**: Reflecting the new address of the registered office.
Ensure to consult with a legal professional or company secretary to customize these drafts according to your company's specific needs and to ensure compliance with all regulatory requirements under the Companies Act, 2013.
CAclubindia
