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Appointment of Non-Resident/ Foreign Citizen/ Foreign National as a Director

September 30, 2015     by Kamini Goyal

Can a Non-Resident/ Foreign National/ Foreign Citizen become Director of an Indian Company?

 Yes,  a foreign nationals or foreign citizen or Non-Resident Indians residing abroad can be appointed as a Director on the Board of Indian companies whether public listed or unlisted or private. He may be appointed as Whole Time Director (Executive director) or Non – Whole Time Director (Non – Executive Director).

Pre-requisites to become a Director for NR 

1. Digital Signature Certificate (DSC) and Director Identification Number (DIN)

To become a Director, an individual is required to obtain Digital Signature Certificate (DSC) and Director Identification Number (DIN).

2. Passport

For applying DIN and DSC,   Passport Number is mandatory for Non-residents. Foreign nationals shall select the nationality as declared in the passport. The above documents are required to be certified by the Indian Embassy or apostil led by notary in the home country of the applicant.

Note:

Permanent Account Number (PAN) from the Indian Income Tax department is not compulsory required from Non-Residents.

Resident Director under Companies Act 2013: –

Section 149(3) of Companies Act 2013 provides that every Company shall have at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year.

Even a Non- Resident can act as Resident Director of the Company provided he has stayed in India for more than 182 days in the previous calendar year.

Attending Board Meeting by Non-Residents: –

Companies Act 2013 does not prohibit holding of Board meetings abroad.

Also, according to Section 173(2), there is a provision for conducting Board meetings through video –conference, thereby making it simple for Non-Residents.

For more info on BM through Video Conference, please click http://bsamrishindia.com/board-meeting-through-video-conferencing-or-other-audio-visual-means/


 

19 thoughts on “Appointment of Non-Resident/ Foreign Citizen/ Foreign National as a Director

  1. Section 196 of the Companies Act, 2013, Can you elaborate, if the NRI can become MD of a public company, but shares are not traded publically

    1. As per point (e) of Part 1 of Schedule V to Companies Act 2013 , a MD or WTD or Manager of company shall be a resident of India. If you wish to appoint an NRI as an MD, you need to make an application to Central Government.

  2. Please tell me how much share in private limited company a foreigner can hold. In my company I have two indian director and we want to add one foreigner director.

  3. Dear sir, Namaskar! I am a Russian citizen, having O.C.I. card, residing in India for 5 years 6 month continuously. I have PAN card, Aadhar card, Bank Statement. My husband (Indian citizen) and I want to incorporate PVT. LTD. Company. But i am confused at one place whether I should file MoA and AoA physically signed and attached in attachment column of INC-32 or should submit through linked form INC-33,34. Thank You in advance with regard.

    1. If the number of subscribers to MOA are less than 7, the documents are to be filed through linked forms i.e. e-MOA and e-AOA. However, if the number of subscribers to MOA are more than 7, then the documents have to be submitted in physical form.

  4. can a nri director pay for preliminary expenses from his account and later get reimbursed by the company?

  5. The MD of the company is Indian Citizen and Resident Indian at the time of his appointment. Can he subsequent to his appointment as MD relocate to the overseas office of the Indian company, thereby becoming non-resident and still continue as the MD of Indian company?

  6. Sir, can the foreign director be made a party to suit in a case filed against the company in india? are there special provisions for that?

  7. Sir you mentioned that PAN is not required for NRIs but while filing DIR-3 even after selecting Non Resident it shows PAN is Mandatory.

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