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CA Intermediate · Corporate and Other Laws · Incorporation of Company and Matters Incidental Thereto

Gaurav Exports Private Limited, an Indian company, has an Indian resident director, Sunita. The company's registered office is in Surat. It wants to change its registered office from Surat to a place within the same city but in another locality. Which statement is correct under the Companies Act, 2013?

Shifting the registered office within the same city, town or village needs only a board resolution, followed by notice to the Registrar within fifteen days of the change. Special resolutions, Regional Director approval or NCLT approval apply to larger shifts, not a change of locality within the same city.

  1. AThe change needs a special resolution and Regional Director approval
  2. BThe change within the same city needs only a board resolution and a notice to the Registrar in the prescribed form within 15 daysCorrect
  3. CThe change needs a special resolution and approval of the National Company Law Tribunal
  4. DThe change needs prior approval of the Registrar of Companies, who must publish it in the Official Gazette

Explanation

A shift of the registered office within the same city, town or village requires only a board resolution, and the company must give notice to the Registrar within 15 days of the change. A special resolution is needed for a change from one city to another within the same State, and Regional Director approval applies for a shift from one State to another or one RoC jurisdiction. So NCLT or Regional Director approval is not required here.

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