Procedure for Change in Situation of Office Where Foreign Register is Kept

Aakanksha Singhal

Aakanksha Singhal

Published on: Dec 14, 2020

Khushboo Sharma

Updated on: Feb 3, 2025

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Introduction

A Company may, if so authorised by its articles, keep in any country outside India, a part of the “Foreign Register” containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India. A foreign register shall be deemed to be part of the company’s register (Principal Register) of members or of debenture holders or of any other security holders or beneficial owners.

Applicable Provisions:

1. Section 88, 173 of Companies Act, 2013
2. Rule 7 of Companies (Management and Administration) Rules, 2014
3. Clauses of Secretarial Standard on Board Meeting (SS-1)

Mandatory Requirements

1. Company shall change the situation of office where it has kept the Foreign Register after taking approval from the Board of Directors.
2. The Foreign Register shall be maintained in the same format as the Principal Register.
3. If a Foreign Register is kept by the Company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding.

Following Procedure is to be followed

1. The situation of office where Foreign Register is kept can be changed in two ways
   • By passing of Resolution in Board Meeting, OR
   • By passing of Resolution through Circulation [Refer Procedure for Passing of Resolution by Circulation]
   Convene a Meeting of Board of Directors [As per section 173 & Secretarial Standard-1 (SS-1)]
   • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
   • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
   • Hold a meeting of Board of Directors of the Company and pass the following resolutions
     • To consider and approve the change of situation of Foreign Register.
     • To authorize Company Secretary or any Director to sign and file the relevant form with Registrar of Companies and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
   • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
2. File Form MGT-3 with ROC
   The Company in the event of any change in the situation of such office where Foreign Register is kept shall file notice in Form MGT-3 to the Registrar within thirty days from the date of such change.