07 July 2024
When passing a resolution by circulation for shifting the registered office of a company, it's important to follow a structured format to ensure compliance and clarity. Here’s a sample format for recording such a resolution in the minutes book:
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**Minutes of the Meeting of Board of Directors of [Company Name]**
**Date: [Date of Meeting] Time: [Time of Meeting] Venue: [Virtual/Physical Meeting Venue, if applicable]**
**Present:**
1. [Name of Director 1], [Designation] 2. [Name of Director 2], [Designation] 3. [Name of Director 3], [Designation]
**Absent:**
1. [Name of Absent Director 1], [Designation] (if any)
**Proceedings:**
The meeting commenced at [Time of Commencement].
**Chairman:** [Name of Chairman/Chairwoman] **Secretary:** [Name of Secretary, if applicable]
**Agenda Item:** Resolution by Circulation for Shifting of Registered Office
**Background:**
The Board of Directors of [Company Name] (the "Company") has proposed to shift the registered office of the Company from its current address at [Current Registered Office Address] to [Proposed New Registered Office Address].
**Discussion:**
The directors reviewed the reasons and implications of shifting the registered office to the proposed new address. They considered the compliance requirements under the Companies Act, [Year], and other relevant regulations.
**Resolution:**
Upon consideration and unanimous consent obtained in writing from all the directors of the Company, the following resolution by circulation was passed:
**"RESOLVED THAT pursuant to the provisions of Section [Section Number] of the Companies Act, [Year], and subject to necessary approvals, consents, and compliance with applicable laws and regulations, including filing requirements with the Registrar of Companies and other regulatory authorities, the registered office of the Company be shifted from its current address at [Current Registered Office Address] to [Proposed New Registered Office Address], effective [Effective Date of Shift].
FURTHER RESOLVED THAT [Name of Director/Authorized Person], [Designation], be and is hereby authorized to take all necessary steps, execute all documents, and do all acts necessary or expedient to give effect to this resolution, including but not limited to filing necessary forms and documents with the Registrar of Companies and other authorities."
**The resolution was passed unanimously by all the directors through circulation on [Date of Circulation].**
**Adjournment:** There being no further business, the meeting was adjourned at [Time of Adjournment].
**Certified true copy:** ___________________________ [Name of Chairman/Chairwoman] Chairman of the Meeting
___________________________ [Name of Secretary] Secretary of the Meeting (if applicable)
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**Notes:**
- Customize the placeholders [ ] with actual details relevant to your company's situation. - Ensure the resolution accurately reflects the decisions made and is compliant with applicable laws and regulations. - The minutes should be signed by the Chairman of the meeting and countersigned by the Secretary (if any) or another director authorized for this purpose. - Retain a copy of these minutes in the company's records, including the minutes book.
This format provides a structured approach to recording the resolution for shifting the registered office by circulation in the minutes book of the company. Adjustments may be necessary based on specific requirements or legal advice applicable to your jurisdiction.
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