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Can a joint venture set up branch offices?

Eligibility to Establish Branch Offices

  • A JV company that is duly registered under the Companies Act, 2013 or as an LLP under the LLP Act, 2008 is legally permitted to open branch offices across India.
  • These branches are extensions of the registered office and can conduct the same or specified business activities.
  • The board of directors or partners must approve the establishment of the branch office.
  • There is no restriction on the number of branch offices, subject to compliance with local laws.

Approval and Documentation Requirements

  • A board resolution is passed authorizing the setting up of the branch, including details of location, objectives, and responsible officers.
  • A No Objection Certificate (NOC) or lease agreement for the proposed premises must be obtained.
  • Local authorities may require registration under the Shops and Establishments Act applicable to the respective state.
  • The company must inform the Registrar of Companies (RoC) by filing Form INC-22 if the branch office is treated as an additional place of business.
  • The details of the branch must also be reflected in statutory records and correspondence addresses.

Operational Permissions and Local Registrations

  • Branch offices must comply with labour laws, professional tax registration, and municipal norms for commercial establishments.
  • If employing staff, the branch must register under applicable employment laws, including EPF, ESI, and Shops and Establishments Acts.
  • Environmental, health, or sector-specific clearances may be required depending on the nature of business.
  • The branch should maintain books of account and operational records distinct from the head office, but consolidated under the JV.

Governance and Internal Control

  • The JV must define the scope of activities the branch is authorized to perform.
  • Responsibilities of the branch manager or authorized representative should be clearly outlined.
  • The head office should maintain oversight through reporting systems, audits, and performance reviews.
  • Any contracts entered into by the branch must be consistent with the powers delegated by the parent JV entity.
  • Periodic internal and legal audits help ensure compliance and risk control at branch locations.

Use in Expansion Strategy

  • Setting up branches allows the JV to expand geographically without creating new legal entities.
  • Useful for setting up regional offices, project sites, or sales and service centers.
  • Maintains centralized control while enabling local operations and market presence.
  • Enhances customer service, local recruitment, and vendor management.
  • Supports project-specific operations such as infrastructure development or logistics hubs.

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