Opening a branch office in other state

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Jaisirkar Prime (Querist)
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03 December 2015 Respected Sir,
We incorporated a private limited (education) company in (ROC)Delhi. Its not running well here so we are planning to shift our hometown Hyderabad to open a branch there.Is it possible without working at registered office address working from there?.And what is the procedure to initiate classes there.please help us .Thanks and regards

Jaisirkar Prime

Jaisirkar Prime (Querist)
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05 December 2015 Working from branch promises only

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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09 August 2024 Opening a branch office in a different state from where your Private Limited Company is registered in India involves several steps and compliance requirements. Here’s a detailed guide on how to go about it:

### 1. **Establishing the Branch Office**

#### **1.1. Legal and Regulatory Requirements**

1. **Board Resolution**:
- The first step is to pass a board resolution authorizing the opening of a branch office in Hyderabad. This resolution should be documented and approved by the board of directors.

2. **Registrar of Companies (RoC)**:
- **Inform RoC Delhi**: Notify the RoC in Delhi about the decision to open a branch office in Hyderabad.
- **File Form 23**: File Form 23 with the RoC to inform them about the decision to establish a branch office.
- **Update Company Details**: Update the company's registered details with the RoC, including the address of the new branch office.

3. **Registrar of Companies (RoC) Hyderabad**:
- **File with RoC Hyderabad**: Register the branch office with the RoC in Hyderabad. This involves submitting necessary forms and documents required for registration.

4. **Tax Registrations**:
- **PAN**: If the branch office does not have a separate PAN, ensure the company’s PAN is updated with the new branch address.
- **GST Registration**: Obtain GST registration for the branch office if the branch will be making taxable supplies or conducting business activities. This involves filing for GST registration in Hyderabad.
- **Other Local Taxes**: Check for any additional local taxes or registrations required by the Hyderabad municipal authorities.

5. **Foreign Exchange Management Act (FEMA)**:
- **Compliance**: If applicable, comply with FEMA regulations concerning foreign investment or transactions.

### 2. **Operational and Practical Considerations**

#### **2.1. Setting Up the Branch Office**

1. **Office Space**:
- **Lease Agreement**: Secure a commercial lease for office space in Hyderabad. Ensure that the lease agreement is in the company's name and is legally valid.

2. **Local Compliance**:
- **Local Licenses**: Obtain any necessary local business licenses or permits from municipal authorities in Hyderabad.
- **Labor Laws**: Ensure compliance with local employment laws, including hiring staff and adhering to local labor regulations.

#### **2.2. Initiating Classes**

1. **Education Regulatory Compliance**:
- **Approval and Accreditation**: Depending on the nature of your educational activities, check if you need any specific approvals or accreditations from educational regulatory bodies in India, such as the All India Council for Technical Education (AICTE) or the National Assessment and Accreditation Council (NAAC).
- **Curriculum and Standards**: Ensure that the classes and curriculum comply with any applicable educational standards or guidelines.

2. **Promotional Activities**:
- **Marketing**: Begin marketing activities in Hyderabad to attract students. This can include online promotion, local advertising, and organizing introductory sessions.

3. **Operational Setup**:
- **Staff Recruitment**: Hire qualified staff and faculty for the branch office.
- **Infrastructure**: Set up necessary infrastructure, including classrooms, teaching materials, and administrative facilities.

### 3. **Documentation and Reporting**

1. **Maintain Records**:
- **Financial Records**: Keep detailed financial records of transactions involving the Hyderabad branch. This includes maintaining separate accounts for the branch if required.
- **Compliance Documents**: Retain all documentation related to compliance with RoC, tax authorities, and local regulations.

2. **Audit and Reporting**:
- **Annual Return**: Ensure that the annual return and financial statements reflect the activities of the branch office.
- **Branch Reporting**: Include the branch’s financials and operational details in the company’s consolidated reports.

### Summary

1. **Authorize and Register**: Pass a board resolution, notify RoC Delhi, and register the branch office with RoC Hyderabad.
2. **Obtain Registrations**: Get GST and any other local tax registrations for the branch.
3. **Set Up Operations**: Secure office space, comply with local laws, recruit staff, and initiate classes.
4. **Maintain Compliance**: Keep accurate records, ensure compliance with educational regulations, and report branch activities in company filings.

### Professional Assistance

Given the complexity of setting up a branch office and ensuring compliance with multiple regulations, it’s advisable to consult with a legal advisor or a chartered accountant. They can guide you through the registration process, tax implications, and operational setup specific to your situation.

Feel free to reach out if you need further clarification on any of these steps!

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