Steps to Apply for DIN & Appoint Foreign Nationals as Directors in India

Appointing a foreign national as a director of an Indian company requires meticulous compliance with the Companies Act, 2013, and the Companies (Appointment & Qualification of Directors) Rules, 2014, particularly for nationals of countries sharing land borders with India. The process begins with collating key documents including passport, proof of residence, passport-sized photograph, notarized specimen signature, and DIR-2 consent form. The foreign national submits these to the company, which then convenes a Board meeting to approve the DIN application and authorize digital filings. The foreign national obtains a Class 3 Digital Signature Certificate (DSC), and if required, security clearance from the Ministry of Home Affairs (MHA) via the e-Sahaj portal. Subsequently, e-Form DIR-3 is filed for DIN allotment, followed by a second Board meeting to pass the appointment resolution. Finally, e-Form DIR-12 is filed with the Registrar of Companies (ROC), and company registers are updated, ensuring full statutory compliance in the director onboarding process.

Step 1: Collate Required Documents

To apply for a DIN, the foreign national must prepare the following:

(a) Proof of Identity

• Passport (mandatory for foreign nationals)

(b) Proof of Residence

• Passport, recent bank passbook, utility bill (not older than 2–3 months), etc.

(c) Passport-size Photograph (recent)

(d) Specimen Signature (verified, notarized/apostilled)

• Required under Rule 9(3)(a)(v) of the Companies (Appointment & Qualification of Directors) Rules, 2014

(e) Form DIR‑2 – Consent to Act as Director

• Shows consent under Section 152(5) of the Companies Act, 2013 and Rule 8 to act a director of the company

Step 2: Submit Documents to the Company’s Board

Foreign national submits the above to the company’s Board for records and review.

Step 3: Board Meeting Notice

Indian company issues notice, agenda, notes, and draft resolutions ahead of the Board meeting to consider DIN application and appointment.

Step 4: Board Meeting & Approval

At the Board meeting, resolutions should be passed:

• To apply for DIN and approve appointment (post DIN and MHA clearance)
• To authorize DSC procurement

Step 5: Obtain Digital Signature Certificate (DSC)

Foreign national obtains Class 3 DSC from an MCA-approved certifying authority—mandatory for digital filing of e-forms.

Step 6: Obtain MHA Security Clearance (if applicable)

Required for nationals from China, Pakistan, Bhutan, Myanmar, Afghanistan, Nepal, Bangladesh.
In accordance with Companies (Appointment & Qualification of Directors) Amendment Rules, 2022, security clearance from MHA via the e‑Sahaj Sewa portal is mandatory before DIN application.

• MCA portal​  → ​MCA Services  → ​Application to MHA Security Clearance  ​→ e‑Sahaj Sewa​ Portal  → ​ Register  → Fill application → Upload passport/visa/country details

Step 7: File e‑Form DIR‑3 (DIN Application)

File Form DIR‑3 online under Section 153 of Companies Act and Rule 9 of Companies Rules:

• Attach passport, address proof, photograph, specimen signature, board resolution
• Form must be digitally signed and certified by a practising CA/CS/C​MA​

Step 8: MCA Allots DIN

On successful DIR‑3 submission, MCA issues DIN for the foreign national.

Step 9: Issue Second Board Meeting Notice

With affordable DIN (and MHA clearance, if needed), company issues fresh Board meeting notice for formal director appointment.

Step 10: Board Meeting & Appointment Resolution

Board of Directors passes resolution appointing the foreign national as Additional Director.

Step 11: File e‑Form DIR‑12 (Appointment Notification)

Within 30 days of Board resolution:

• File DIR‑12 with the Registrar of Companies (ROC), attaching consent (DIR‑2), proof of identity/address, MHA clearance (where applicable),​ using DSC certificate.

Step 12: Update Company’s Registers

• Update the Register of Directors & KMP and other statutory books to reflect the appointment.

By following these steps with due diligence, companies and foreign nationals can ensure lawful, secure, and efficient compliance in director onboarding and DIN issuance processes.