Sample Board Resolution for Filing Form AOC-5 – As per Provisions of the Companies Act 203 & Rules Made thereunder

Author :Editorial Team | in
Category : Address Change
Published : 09-06-2025
Updated : 15-11-2025

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.

Sample Board Resolution

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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FAQ’s

What is Form AOC-5, and when is it required to be filed?
Form AOC-5 is used to inform the ROC when a company maintains its books of accounts at a location different from its registered office. It must be filed within 7 days of the decision to change the location or before actually moving the books, whichever is earlier.
Is a board resolution mandatory before filing Form AOC-5?
Yes, a board resolution is mandatory before filing Form AOC-5. The resolution must authorise the change in the location of books of accounts and designate authorised persons to file the form with the ROC.
What are the government fees for filing Form AOC-5?
The fees depend on the company’s authorised capital as prescribed under the Companies (Registration Offices and Fees) Rules, 2014. The fee structure varies for different capital ranges and must be paid online during form submission.
Who can digitally sign Form AOC-5 on behalf of the company?
A Director or Company Secretary of the company must digitally sign form AOC-5. The person signing should have a valid Class-2 digital signature certificate (DSC) registered with the MCA portal.
Can the location of the books of accounts be changed multiple times during a year?
Yes, companies can change the location where books are maintained multiple times. Each change requires passing a fresh board resolution and filing a new Form AOC-5 with updated address details within the prescribed timeline.
Is a physical board meeting required for passing this resolution?
No, the resolution can be passed through video conferencing or other audio-visual means, provided it complies with the Companies (Meetings of Board and its Powers) Rules, 2014. The meeting must be properly convened with adequate notice.
What documents should be attached while filing Form AOC-5?
While filing Form AOC-5, attach the certified copy of the board resolution, proof of address of the new location (such as rent agreement or property documents), and any other documents as may be required by the ROC.

Author Bio

Editorial Team  

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.