Sample Board Resolution for Filing Form AOC-5 - As per Provisions of the Companies Act 203 & Rules Made thereunder
Overview : A board resolution is mandatory to authorise filing Form AOC-5 when a company maintains its books of accounts at a location different from its registered office. This resolution formally approves notifying the Registrar of Companies about the alternative address where books are kept. The board of directors of the company must pass this resolution in a duly convened board meeting before filing Form AOC-5 on the MCA portal.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD MEETING OF _________________ [COMPANY NAME] HELD ON ______ [DATE] AT _______ [TIME] AT ___________ [MEETING VENUE/REGISTERED OFFICE ADDRESS]
"RESOLVED THAT pursuant to the provisions of Section 128(1) of the Companies Act, 2013 read with Rule 2A of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, consent of the Board of Directors of the Company be and is hereby accorded to maintain the books of accounts and other relevant papers of the Company as prescribed under Section 128 of the Companies Act, 2013, at ___________________________ [COMPLETE ADDRESS WHERE BOOKS OF ACCOUNTS ARE TO BE MAINTAINED], ___________ [CITY, STATE, PIN CODE] (being a place other than the registered office of the Company).
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised to file e-Form AOC-5 with the Registrar of Companies, _________ [STATE/CITY NAME] for intimating the change in the place where books of accounts are maintained, to pay the requisite government fees as prescribed under the Companies (Registration Offices and Fees) Rules, 2014, to submit all supporting documents as required by the Registrar of Companies, to make necessary representations before the regulatory authorities, to digitally sign the said e-Form AOC-5, related documents and correspondence on behalf of the Company, and to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient to give effect to the above resolution."
Relevant Legal Provision:
Section 128(1) of the Companies Act 2013 mandates that every company maintain proper books of accounts at its registered office. However, if books of accounts are maintained/kept at any other location/address within India, with the approval of the Board of Directors, the company must notify the ROC about this change within seven days. The notification process ensures transparency and enables regulatory authorities to access company records when required for compliance verification or statutory audits.
Rule 2A of the Companies (Accounts) Rules, 2014 prescribes the specific procedure for notifying ROC through Form AOC-5. This notification must be supported by a valid board resolution authorising the change and approving the new location. The resolution serves as evidence of the board's decision and provides legal background for maintaining the books of accounts at an address other than the registered office address.
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Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.