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

Mehta Logistics Ltd wants to shift its registered office from Maharashtra to Gujarat by altering its memorandum. Which statement correctly reflects the Act?

A shift of the registered office from one State to another by altering the memorandum has no effect unless the Central Government approves it on an application in the prescribed form and manner. A special resolution alone is not enough to make the alteration 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 Registrar of Maharashtra is informed
  4. DThe alteration needs approval only if creditors object in writing

Explanation

Section 13(4) provides that alteration of the memorandum relating to the registered office place from one State to another has no effect unless approved by the Central Government. A special resolution alone is insufficient. Creditor consent is something the Central Government may examine, not a condition that triggers approval only upon objection.

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