Alteration Of Registered Office Clause

A company may change the situation of its registered office for the smooth running of its business and the
realization of its objects. Such change in the situation can be: (a) from one place to another in the same city or
town (b) from one town to another in the same state and (c) from one state to another.
Shifting from one place to another in the same city or town: If the registered office of the company is to be
shifted from one place to another in the same city or town, the board of directors must pass a resolution to that
effect and give the name address of its registered office to the RoC within 30 days after the date of the change
of address. [13]
Shifting from one town to another in the same state: IF the company wants to shift its registered office from one
town to another in the state, it shall pass a special resolution to that effect at its general meeting and send the
notification to the registrar within 30 days. It shall give the new address of its registered office to the
registrar. [14]
Shifting from one state to another: This kind of shifting is a much more complicated affair, as it involves
alteration of the memorandum itself. The alteration of the memorandum for this purpose is subject to the
provisions of Section 17 which requires, in the first place, a special resolution of the company and in the second,
confirmation by the Company Law Board can confirm the alteration only if the shifting of the registered office
from one state to another is necessary for any of the purpose detailed in section 17. When this condition is
fulfilled, the second stage is reached namely to consider the objections of a person or class of person whose
interest will in the opinion of CLB be affected the alteration. [15]
The Supreme Court in Mackinnon v. Mackenzie & Co [16] refused to sustain the contention of the state and
allowed the transfer of the company to another state. The court said there is no statutory right of the state as a
state to intervene in an application made under section 17 for alteration of the place of the registered office of a
company. To hold that the possibility of the loss of revenue is not only relevant but of persuasive force in regard
to change is to rob the company of the statutory power conferred on it by section 17. The question of loss of
revenue to one state would have to be considered in the total conspectus of revenue for the Republic Of India
and no parochial considerations should be allowed to turn the scale in regard to change of registered office.