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CS Executive · Company Law and Practice · Memorandum and Articles of Association and its Alteration

Himalaya Hydro Ltd, registered in Delhi, wishes to shift its registered office to Uttarakhand by altering its memorandum. Which statement is correct under the Companies Act, 2013?

Shifting the registered office from one State to another by altering the memorandum has no effect unless the Central Government approves it on an application made in the prescribed form and manner. Merely passing the special resolution does not make the shift effective.

  1. AThe alteration is effective once the special resolution is passed
  2. BThe alteration has no effect unless approved by the Central Government on an application in the prescribed form and mannerCorrect
  3. CThe alteration is effective once the board approves it and informs the Registrar
  4. DThe alteration needs only an ordinary resolution of the members

Explanation

Section 13(4) provides that an alteration of the memorandum relating to the place of the registered office from one State to another has no effect unless the Central Government approves it on an application in the prescribed form and manner. A special resolution is also needed under Section 13(1), so passing the resolution alone is not enough.

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