Indian pvt ltd company opening a branch office in kolkata

This query is : Resolved

Harsha.H (Querist)
Follow

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)
Follow

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)
Follow

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.

Upgrade to CAclubindia Pro. Subscribe Now!

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
Follow

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.