Can anyone send me the draft Board resolution for closure of Liasion office in India...//// thanks...
Sarika Agarwal (Service) (151 Points)
03 January 2011Can anyone send me the draft Board resolution for closure of Liasion office in India...//// thanks...
Neha Gupta
(PCS)
(377 Points)
Replied 03 January 2011
In order to close the Liaison Office of a foreign Company in India we needed a general meting resolution which is passed in the General meeting of the foreign Company.
The certified copy of the same is given below, in addition to that as per form 52 the Closure Letter, List of places of business of Foreign Company in India are also attached with the Form 52 while applying for closure.
certified true copy of resolution
extracts of the minutes of the general meeting of members of m/s. ………….., held on FRIDAY 3RD day of September, 2010 at the Registered office of the Company at …………………….
“Resolved that pursuant to the provisions of Section 593, 594 and other applicable provisions of the Companies Act, 1956, if any, the consent of the Company be and is hereby accorded for the closure of the Indian Liaison Office of the Company situated at ….., New Delhi-………… w.e.f. ……….. day of September, 2010.
Resolved further that Ms. …………, Assistant India Office of M/s. ………….. be and is hereby authorized to take necessary effective steps for preparation, authentication, certification, verification and submission of documents, returns, declarations. Affidavits etc. for the closure of M/s.…………….. India Liaison Office with concerned authorities in India and in general to do all such other things, deeds/ acts as may be necessary, expedient, and desirable to give effect to the above resolution.”
For …………..
Authorized Signatory
Date: ………….
Place: …………….
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 04 January 2011
Thanks for sharing Neha Ji.....
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 04 January 2011
Dear Sarika,
As Ms. Neha rightly said, for closure of liasion office in India permission of Shareholders is required and Form 52 is to be filed for the same..
With form 52 following documents are to be attached:-
• List of places of business established by a foreign company in India.
• List of addresses of places of business in India which have ceased to be places of
business in India- in case of cessation of place of business in India.
• Balance sheet and profit and loss account (in case part C is applicable)
• Copy of general meeting resolution, in case resolution is not in English language then
translated version of copy of general meeting resolution.
• Any other information can be provided as an optional attachment.
However, before the matter is approved in the general meeting it is also to be passed in the Board. The requird board resolution is as under:-
“Resolved that pursuant to the provisions of Section 593, 594 and other applicable provisions of the Companies Act, 1956, if any, subject to the approval of shareholders, the Indian Liaison Office of the Company situated at ….... .................................................................... be closed w.e.f. ……….. day of ..............., 2011.
Resolved further that Shri………… and Shri................... , .................. of the Company be and are hereby jointly and / or severally authorized to take necessary effective steps for preparation, authentication, certification, verification and submission of documents, returns, declarations. Affidavits etc. for the closure of indian Liaison Office with concerned authorities in India and in general to do all such acts, deeds and things as may be necessary, expedient, and desirable to give effect to the above resolution.”
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