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

Swastik Ltd shifts its registered office from Maharashtra to Gujarat by altering its memorandum. The company passed a special resolution, but no application was made to the Central Government. Which statement is correct?

The alteration has no effect unless the Central Government approves it. Section 13(4) makes approval on a prescribed application a condition for shifting the registered office from one State to another, so a special resolution alone is not sufficient to make the change effective.

  1. AThe alteration has no effect unless approved by the Central GovernmentCorrect
  2. BThe alteration is effective on passing of the special resolution
  3. CThe alteration is effective after 60 days automatically
  4. DThe alteration is effective once the Registrar of Maharashtra is informed

Explanation

Under section 13(4), an alteration of the memorandum shifting the registered office from one State to another has no effect unless approved by the Central Government on an application in the prescribed form and manner. A special resolution alone is not enough. Also, no alteration takes effect until registered under section 13.

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