Do you need a registered office before you incorporate?
Not necessarily. You can either declare your registered office in the SPICe+ incorporation filing itself, or incorporate first and file the intimation of registered office with the Registrar (Form INC-22) within 30 days of incorporation. Either way, the address flows into your bank, tax and licence records once it is on file, so it needs to stay usable.
Even with the 30-day window, most parents are better off deciding the office early: bank account opening, the first board meeting and other early filings often need the address before the 30 days are up. See the incorporation process for how this fits with the rest of the timeline. If your parent has no Indian premises yet, you have three realistic options.
What can serve as your registered office?
- A leased or owned commercial premises. This suits a parent that plans to hire soon and wants a base for the team. You hold the lease, so check that the landlord permits the use and will provide the papers the Registrar and your bank need.
- A serviced or virtual office. This suits a parent that is still testing the market or waiting to recruit. ProLead offers virtual office solutions for this stage, and we have registered virtual and co-working addresses across various Registrars in India.
- A premises supplied through an Indian partner or adviser. This can work as a temporary address, but the arrangement should be documented, and you should confirm that the owner will support the proof of address.
Whichever route you take, the address must be a real, usable place, not a placeholder.
How does the Registrar check the address?
The current approach is verification by proof of address: typically a lease deed or rental agreement together with a utility bill for the premises. Where there is no lease or rental agreement, a no objection letter from the premises owner together with a utility bill serves instead.
The office is checked either at the time of incorporation, if you declare it in the SPICe+ filing, or when you file the intimation of registered office (Form INC-22) within 30 days of incorporation, if you did not. See our annual compliance calendar for how this fits with other early deadlines.
Which state should you choose?
The registered office fixes the state of your company for several purposes. The mechanism is the same everywhere, but the amounts and rules differ.
| Item | How the state matters |
|---|---|
| Stamp duty on the memorandum and articles | A state subject, paid electronically through e-stamping. Each state uses its own formula linked to authorised capital. |
| Professional tax | State-specific, both whether it applies and the rate. |
| Shops and establishment registration | State-specific, both whether it applies and the rate. |
| GST registration | Not state-dependent in the way stamp duty or professional tax are; see our GST guide for the registration and threshold rules. |
| GCC incentives | Several states publish GCC policies with rental, payroll or capital support. Eligibility rules and caps change, so read the current notified policy. See state incentives for GCCs. |
Do not choose a state only for a headline incentive. Talent, cost of premises and where your Indian leadership will sit usually matter more, and incentive schemes often need pre-approval before you spend.
Which option suits whom?
A leased office suits a parent that has a hiring plan and wants a physical base. It does not suit a parent still deciding whether to enter India, because you carry a lease before you have revenue.
A serviced or virtual office suits the early months, particularly when you need to incorporate first and recruit later. It suits a captive centre less well once headcount grows, because you will need real space for the team, and state incentive schemes may attach conditions to the premises.
What should you check before signing an office agreement?
- Confirm the premises may be used as a company’s registered office.
- Check that the agreement runs long enough to cover incorporation, the bank’s verification and the INC-20A certification.
- Ask the landlord or operator which documents they will supply for proof of address.
- Confirm the address is acceptable to your chosen bank.
- Decide who will receive statutory mail and notices at the address.
What if you need a nominee director or a managed address?
A foreign parent without people in India often needs help with both the address and the board. ProLead’s nominee director and registered office service covers the two together. Remember that at least one director must have stayed in India for at least 182 days in the financial year, so the address decision and the director decision are linked.
Note: Rules and forms change often. This page is general information, not legal or tax advice. Check the current position with a practising Chartered Accountant or Company Secretary before you act.
Frequently asked questions
Can a foreign-owned company use a virtual or co-working office as its registered office?
When must the registered office exist?
Does the registered office have to be in the same state as my team?
Can I change the registered office later?
Sources
General information only, not legal or tax advice. Rules and forms change, so confirm the current position with a practising Chartered Accountant or Company Secretary before you act. See our disclaimer.