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

Kaveri Textiles Limited, a private company, wants to shift its registered office from Tamil Nadu to Karnataka by altering its memorandum. Which statement is correct?

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. A special resolution by itself is insufficient, and the Registrar cannot give this approval.

  1. AA special resolution alone is sufficient, and no approval is needed
  2. BThe alteration has no effect unless approved by the Central Government on an application in the prescribed form and mannerCorrect
  3. CThe alteration needs only the approval of the Registrar of Tamil Nadu
  4. DThe alteration needs only an ordinary resolution since the objects are unchanged

Explanation

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 alone is therefore not enough, and an ordinary resolution or Registrar approval does not substitute for it.

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