UNDER COMPANIES ACT, 2013

Yes, NRI or Foreign National can be appointed as Directors in an Indian company provided that there shall be at least one Directors is of Indian Nationality  

1. There are no restrictions in terms of citizenship or residency.

2. An NRI or foreign director may be an executive or non-executive director.

3. A foreign director may be appointed as whole time director (executive director) or non whole time director (non – executive director).

4. Procedures relating to appointment of foreign directors under Companies Act are given below.

Under Section 2(34) of the Companies Act, 2013, “Director” means a director appointed to the Board of a company; In view of this, a foreign national can be appointed as Director in the board of the companies registered in India as per Companies Act, 2013.

Step wise procedure for appointment of Foreign National as Director in Indian Company:

Step 1: NRI/ Foreign National is required to obtain Digital Signatures.

Step 2: Then required to obtain Director Identification Number (DIN) in Form DIR- 3 in which details of a valid passport should be filled and a certified copy of same should be attached, all supporting documents including photograph should be certified by the Indian Embassy or a notary in the home country of the applicant or by the Managing Director / CEO / Company Secretary of the company registered in India, in which applicant is a director.

* If a foreign director has a valid multiple entry Indian visa or Person of Indian Origin card or Overseas Citizen of India card, then the attestation could also be done by Public Notary / Gazetted Officer in India or a practicing chartered accountant / company secretary / cost accountant

Documents Required: 

1. Passport Size Photograph

2. ID Proof (* Copy of Passport or,

  • National ID where he is a National  and that attested by or,
  • Indian Embassy / Consulate / High Commission /Apostille or,
  • Person of Indian Origin (PIO): A foreign nation of Indian Origin or,
  • can produce POI issued by Government of India or,
  • Copy of Overseas Citizen of India (OCI) card issued by GOI)

3. Address Proof (Copy of Passport,

  • Other National ID attested by Indian Embassy / Consulate /High Commission /Apostille or,
  • Bank account statement in country of residence, duly attested by Indian Embassy /High Commission / Consulate / Apostille in the country where applicant is located or,
  • Person of Indian Origin (PIO) issued by Government of India or,
  • NRE bank account statement or,
  • Overseas Citizen of India (OCI) card issued by GOI) 

The Form DIR-3 shall be digitally verified by:

  • A company secretary (in whole-time practice)or a chartered accountant (in whole-time practice)or a cost accountant in practice; or
  • A company secretary in full-time employment of the company or by the managing director or director of the company in which the applicant is to be appointed as director.

Step3: Now as DIN is obtained the company will file Form DIR-12 for the appointment of Director along with following documents:

1. DIR-2(Consent to act as Director of the Company)

2. DIR-8 (Intimation by Director about his interest in other entities and  Disqualification under section 164 of the Companies Act, 2013)

3. Letter of Appointment form the company

4. Resolution passed by the Company for his/her appointment

*Passport is mandatory for foreign nationals. Foreign nationals shall select the nationality as declared in the passport.

All the forms required to be filed under the Companies Act are filed through MCA website through the digital signature. In view of this the foreign director is required to have one digital signature.

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Qualification: CS
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Location: New Delhi, IN
Member Since: 16 May 2018 | Total Posts: 3

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6 Comments

  1. Mukesh Tank says:

    Hello, Kindly check the schedule V wherein it is mentioned that ….No person shall be eligible for appointment as a managing or whole-time director or a manager (hereinafter referred to as managerial person) of a company unless he satisfies the following conditions, namely:— (e) he is resident of India.
    Explanation I.—For the purpose of this Schedule, resident in India includes a person who has been staying in India for a continuous period of not less than twelve months immediately preceding the date of his appointment as a managerial person and who has come to stay in India,—
    (i) for taking up employment in India; or
    (ii) for carrying on a business or vacation in India.

    1. Ankit says:

      please tell me how to determine residential status for schedule V and if you say 182 days criteria for resident then please think again and tell me then 12 months is for whom.

  2. ANSHIMAN JAIN says:

    Please share the rules where it is written that OCI card holder can produce the documents duly attested by PCS or pca. I did not find any such rules

  3. Charlie Ferreira says:

    Thanks very much for your article, it is very good. Could you please help me understand if a foreign national with an X Visa can be a director of an Indian company. As I understand it, The Companies Act 2013 does not define whether a director has to be a resident or hold a specific type of visa. I would appreciate your help in understanding this aspect.
    Regards

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