Can Registered Office be Situated in Foreign Country. Every company registered in India under the Companies Act, 2013 must have a Registered Office within the country. This office serves as the official address for receiving legal notices, government communications, and statutory documents.
Many business owners who expand globally often ask whether they can keep their registered office in a foreign country while operating in India. Let’s explore the legal requirements and practical implications of this situation.
⚖️ Legal Requirement under Companies Act, 2013
According to Section 12 of the Companies Act, 2013, every company must have its registered office in India. This office should be capable of receiving and acknowledging official communication from regulatory bodies such as the Registrar of Companies (ROC), Income Tax Department, and MCA (Ministry of Corporate Affairs).
In short, no Indian company can have its registered office outside India. Even if a company conducts operations abroad or opens branches in other countries, its registered office must remain in India.
🌐 What If the Company Operates Internationally?
Companies with international operations can certainly open branch offices, liaison offices, or subsidiaries in other countries. However, these foreign entities are considered extensions or separate legal units, not replacements for the registered office in India.
For example:
-
An Indian company may open a branch office in Dubai to handle international sales.
-
Yet, the registered office address — used for ROC and Indian compliance — must still be located within India.
This ensures that all statutory and legal correspondence happens through an identifiable location under Indian jurisdiction.
🧾 Documents and Proof of Registered Office in India
To establish a registered office in India, a company must file Form INC-22 with the ROC, supported by the following documents:
-
🏠 Proof of address (Electricity bill, rent agreement, or property tax receipt).
-
📜 NOC from the property owner (if rented premises).
-
🧾 Copy of ownership papers (if self-owned property).
These documents confirm that the company maintains an official physical address inside India.
🚫 Why a Foreign Address Is Not Allowed
Allowing a foreign registered office could lead to regulatory, taxation, and jurisdictional challenges. The Registrar of Companies and Indian courts would have no authority over a company situated abroad, which could affect compliance monitoring and enforcement.
Hence, the Companies Act ensures that every Indian-incorporated company remains legally accountable within India’s jurisdiction.
🏁 Conclusion
To summarize, an Indian company cannot have its registered office in a foreign country. The registered office must always be situated in India, even if the company has offices or subsidiaries overseas.
Foreign offices may support international expansion, but all statutory filings, ROC communication, and legal proceedings must connect to the Indian registered office address.
Maintaining this compliance ensures your business remains legally valid and fully recognized by Indian authorities.
Help you get the clarity about Can Registered Office be Situated in Foreign Country.