Indian pvt ltd company opening a branch office in kolkata

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Harsha.H (Querist)
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11 March 2015 Dear Experts,
a pvt ltd coompany registered under companies act 1956, having registered office at Bangalore, wants to open a branch office in Kolkata.
Please clarify me, whether the company needs to pass a special resolution and the same has to be registered with the ROC? & File FORM MGT-14?

CS JAY GOHIL

CS JAY GOHIL (Expert)
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12 March 2015 no there is no need for change of regd. off company can maintain business from Bangalore with existing redg office. its only branch office

Harsha.H

Harsha.H (Querist)
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30 March 2015 thank you sir.

i think my question was not so clear.

I mean to ask is,
to open a branch office do we need to pass a special resolution? is it necessary to Register that special resolution with ROC through e-form MGT-14? as per Companies Act 2013.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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01 August 2024 Under the Companies Act, 2013, opening a branch office, whether domestic or foreign, involves several regulatory steps. Here’s a detailed look at the requirements related to passing a special resolution and registering it with the Registrar of Companies (ROC):

### **1. Passing a Special Resolution:**

#### **Domestic Branch Office:**
- **Special Resolution:** For opening a branch office within India, a special resolution is generally not required. The decision to open a branch office can usually be made by the Board of Directors through a board resolution.
- **Board Resolution:** The Board of Directors should pass a resolution approving the opening of a branch office. This resolution is then recorded in the minutes of the Board meeting.

#### **Foreign Branch Office:**
- **Special Resolution Required:** For opening a branch office outside India, a special resolution is often required. This is because the decision involves significant financial and operational commitments.
- **Approval from Shareholders:** The special resolution needs to be passed by the shareholders of the company, typically in an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM).

### **2. Registering the Special Resolution with ROC:**

#### **Filing with ROC:**
- **E-Form MGT-14:** Yes, if a special resolution is passed for opening a branch office (domestic or foreign), it should be filed with the ROC using e-Form MGT-14. This form is used to register the special resolution passed by the shareholders of the company.
- **Purpose of MGT-14:** Filing MGT-14 with the ROC serves as a formal record of the decision taken by the shareholders and ensures compliance with statutory requirements.

### **Procedure for Filing MGT-14:**

1. **Pass the Special Resolution:** Conduct the AGM or EGM where the special resolution is passed.
2. **Prepare the Resolution:** Draft the resolution and ensure it is in compliance with the Companies Act, 2013.
3. **File MGT-14:** Within 30 days of passing the resolution, file e-Form MGT-14 with the ROC. This includes uploading the resolution and necessary attachments.
4. **Compliance:** Ensure that all other regulatory requirements related to the branch office opening are also met, such as registration with tax authorities and compliance with local regulations.

### **Summary:**

- For a **domestic branch office**, a board resolution is sufficient, and registering it with ROC via MGT-14 is generally not required.
- For a **foreign branch office**, a special resolution is typically required, and it must be filed with ROC using e-Form MGT-14.

Ensure that all necessary approvals and compliance requirements are followed to avoid any regulatory issues. If there are specific complexities or additional requirements, consulting with a legal expert or company secretary can be beneficial.

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