RESOLUTION FOR FORM 18

Mohan Bellaney

Entrpreneur

46 Points Joined February 2009

I also need a similar resolution for change of regd office within local limits

J. Manivannan

Advocate & IP

242 Points Joined February 2009

Originally posted by :HARISH

"

Pls any one can provide a format for resolution of board and EGM for change of regd office

Resolution for shifting registered office of the Company from one State to another State

“RESOLVED THAT:

(a) Pursuant to provisions of sections 17, 146 and other applicable provisions of the Companies Act, 1956, if any, and subject to the confirmation by the Company Law Board, the Registered office of the Company be shifted from (existing address) to (proposed address).

(b) Pursuant to the provisions of section 17 and other applicable provisions, if any of the Companies Act 1956, and subject to the confirmation by the Company Law Board, the existing clause II of the Company’s Memorandum of Association be and it is hereby amended to read as follows:

‘The Registered office of the Company will be situated in the State of ……………….

(c) The Board of Directors of the Company (which shall include any committee of Directors or a Director to whom the Board delegates such powers) be and are hereby authorized to sign, execute all documents and writings related to effecting the above change in the situation of the Registered office of the Company, and further to do all other acts, deeds, matters and things as may be necessary to give affect to this resolution”.

regards

manivannanjayaram

"

CS Arpita Rajpurohit

Company Secretary

1111 Points Joined December 2008

Specimen 1

"Resolved That subject to the sanction of the Company Law Board[1]1 being obtained the registered office of the company at present situate in the State of

Rajasthan shall be removed to and be situate in the State of Orissa."

Specimen 2

"Resolved That subject to the sanction of the Company Law Board1 being obtained the Memorandum of Association of the company be altered by the

substitution of the words 'State of Orissa' in place of the words State of Rajasthan in Clause II of the Memorandum of Association."

Specimen 3

“RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and section 192A and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Madhya Pradesh to the State of Gujarat.”

“RESOLVED FURTHER THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:

I. The Registered Office of the Company shall be situated in the State of Gujarat.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.”

Explanatory Statement

The Board of directors at their meeting held on ……… has decided to shift the registered office of the Company from the state of Madhya Pradesh to the state of Gujarat. In view of the fact that majority of the directors of the Company are based at Ahmedabad (Gujarat), so it would be convenient to carry on the business activities of the Company more efficiently and smoothly from Ahmedabad. Since Gujarat state is one of the most developed state in the Industry, trade and commerce, therefore the shifting of the Registered Office shall help in expansion of the business activities and capture the market of Gujarat and Maharashtra also. Therefore as a whole it would be in the interest of the Company, its members and general public to shift the Registered Office of the Company at Gujarat.

As per section 17 and 146(2) of the Companies Act, 1956 the registered office of the Company may be shifted outside the local limits of any city, town or village on the authority of the special resolution passed by the Company and subject to the confirmation of the Company Law Board/Central Government, therefore, it has become necessary to seek your consent by way of special resolution to give effect to such provision.

Your Board recommend to pass the above said resolution through the postal ballot process as per provisions of section 192A of the Act read with the Companies [Passing of resolution by Postal Ballot] Rules, 2001,

Draft amended copy of the Memorandum of Association has been placed at the Registered Office of the Company for inspection during the business hours till the close of the postal ballot process.

None of the Directors of the Company has any interest or concern in the resolution except as members of the company.

Specimen 4

“RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board[2]2 the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Karnataka to the state of Madhya Pradesh.”

“RESOLVED FURTHER THAT Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:

II. The Registered Office of the Company shall be situated in the State of Madhya Pradesh.”

“RESOLVED FURTHER THAT Mr……. and/or Mr…….., the Directors of the Company be and are hereby authorised severally to sign the petition, application, affidavits and such other documents as may be necessary in relation and to file a petition before the Company Law Board for and on behalf of the Company.”

“RESOLVED FURTHER THAT Mr……. and/or Mr…….., Practising Company Secretaries be and are hereby severally authorised to submit Memorandum of Appearance and to appear and represent the Company before the Company Law Board in the matter of the petition under section 17(2) of the Companies Act, 1956 to be filed with the Bench for their confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.”

[1]1 The powers under section 17 are being transferred to the Central Government by the Companies (Second Amendment) Act, 2002 from a date to be notified.

[2]2 The powers under section 17 are being transferred to the Central Government by the Companies (Second Amendment) Act, 2002 from a date to be notified.

Sangeet Hunjan

Company Secretary

92 Points Joined February 2009

Mohan - For change within local limits

"RESOLVED THAT the Registered Office of the Company be shifted from _________________________________ to ___________________________ and notice of change in location of Registered Office be filed with the Registrar of Companies, _____(city) in Form No. 18."

“RESOLVED FURTHER THAT _________________, Director of the Company, be and is hereby authorised to submit, for and on behalf of the Company, the necessary returns to the Registrar of Companies as per the provisions of the Companies Act, 1956”.

Sangeet Hunjan

Company Secretary

92 Points Joined February 2009

Mohan - For change within local limits

"RESOLVED THAT the Registered Office of the Company be shifted from _________________________________ to ___________________________ and notice of change in location of Registered Office be filed with the Registrar of Companies, _____(city) in Form No. 18."

“RESOLVED FURTHER THAT _________________, Director of the Company, be and is hereby authorised to submit, for and on behalf of the Company, the necessary returns to the Registrar of Companies as per the provisions of the Companies Act, 1956”.

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

Dear Harish & Mohan,

plz find enclosed the desired resolution. Hope it'll help you. Regards_Ankur

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

Thanx for appreciation Mohan....

DINESH BHATIA

none

40 Points Joined May 2009

Please can someone explain which is form is required to be submitted with the ROC for change in registered office from jurisdiction of one ROC to another within the same state?