A company registered under the Companies Act, 2013 is required to have a registered office in India. It is required to keep all books of accounts, other relevant books, papers and financial statements at the registered office of the company.
However, it is not necessary to keep the books at the registered office only. The Companies Act, 2013 gives an option to a company to keep its books at some other place anywhere in India. In order to avail this option, a separate procedure and reporting requirement has been envisaged under the Act. The procedure is simple and does not require much documentation. Thus, a company can change the location for keeping the books without changing the registered office of the company.
Changing the registered office of a company is a very complex and costly task especially if the registered office is being shifted to another state. A company wanting to change its registered office in order to shifts its record-keeping place may consider the option to change the location of keeping its books without changing its registered office.
Section 128(1) of the Companies Act 2013 deals with keeping the books of a company at the registered office or any other location.
As per Section 128(1) of the Companies Act, 2013:
“Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting.
Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may decide and where such a decision is taken, the company shall, within seven days thereof, file with the Registrar a notice in writing giving the full address of that other place.”
The procedure and steps to keep all or any of the books of account at any other place in India besides the registered office are as follows:
- Send a Notice to the Board of Directors to convene a board meeting where the resolution to change the place for keeping books of the company shall be proposed.
- Convene a Board meeting where the proposed resolution to change the place for keeping books of the company shall be passed.
- File e-form AOC-5 with the ROC within 7 (seven) days of passing the Board Resolution
Format of the board resolution to change the location of the place for keeping books of accounts of a company is as follows:
The board of directors of the company put up the need for changing the place for keeping the books of accounts from the registered office of the company__________________________ to _____________________________________________. After discussions, the board of directors of the company passed the following resolution:-
“RESOLVED THAT approval of board of directors be and is hereby accorded for changing the place for keeping the books of accounts from the registered office of the company_________________________________ to ________________________________________________________.
FURTHER RESOLVED THAT the ____________________________ having (DIN: ___________), Director of the Company be and is hereby authorized to digitally sign and e-file Form AOC-5 with Registrar of Companies and to do all other consequential and ancillary matters arising thereto.”
For more information on changing the location of office for keeping books of accounts of a company, you may write to us on firstname.lastname@example.org. You may also reach us out on phone at: +91 98715 55311