Foreigner Director in Indian Company Incorporation Rules

FOREIGNER DIRECTOR IN INDIAN COMPANY – RULES & DOCUMENTS
DSC – CLASS 3 for 3 years (foreigner only)
Documents: Passport size photograph, Coloured Passport, Driving Licence, Latest Bank
Account Statement (one month), Date of Birth Proof, Speciman Signature duly verified,
Email Id and Phone Number
Note: all above documents should be apostile/ notarized applicant country
A foreign national can be appointed to the positions of Women Director, Independent

Director, Small Shareholders Director, Additional Director, Alternative and Nominee
Director in Indian Companies.
The foreign national or a non-resident Indian can also be appointed as a Whole Time Director
(“WTD”) or Managing Director (“MD”) subject to the compliance of rules given in Part 1 of
Schedule V of the Companies Act, 2013
The proposed foreign national Director has to provide a written consent to act as director in
Form DIR-2.
Filing of form DIR-12 with the Registrar within 30 days of his appointment the Board
meeting of the Company.
DIN application to be filed in form DIR-3
All supporting documents including photograph should be certified by the Indian Embassy or
a notary in the home country of the applicant. 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.
Remuneration to Non-Residents:
Foreign Directors are liable to pay applicable income tax when they receive income. Foreign
Directors can provide technical services for the Indian companies in which they are directors.
Any payment of remuneration to Foreign Directors is subject to Income Tax.
If the foreign national is employed in India, the required TDS has to be reduced from the
remuneration payable to him in accordance with Section 192 of the Income Tax Act. In case
any payment is to be made to Non-Resident, other than remuneration (in accordance with
Section 195), TDS of 10% has to be deducted.
In case foreign nationals are paid any commission or remuneration, it is subject to deduction
of applicable tax.
A foreign national cannot acquire a property situated in India

A foreign national as a director in an Indian company can hold and maintain a foreign
currency account with a bank outside India and receive or remit the whole salary payable to
him for his services. Where foreign nationals are engaged by Indian companies, the Indian
companies shall make an application for remittance of remuneration to authorized dealers
with a statement and undertaking certificate regarding payment of Income Tax. A foreign
national intending to become a foreign director in an Indian company shall hold a valid
employment visa.
FDI in Private Limited Company

Foreign Direct Investment (FDI) into an Indian Private Limited Company or Limited
Company is allowed upto 100% in most sectors. Only a very few sectors require prior Central
Government approval for investment by foreign company or foreign national. The following
sectors require Government Approval for investment by Foreign Company or Foreign
National:
1. Petroleum sector (except for private sector oil refining), Natural gas / LNG pipelines.
2. Investing in companies in Infrastructure
3. Defence and strategic industries
4. Atomic minerals
5. Print Media
6. Broadcasting
7. Postal Services
8. Courier Services
9. Establishment and operation of Satellite
10. Development of Integrated township
11. Tea Sector
12. Asset Reconstruction Companies
The 100% shares of the Indian Company can be held by a combination of Foreign Companies
and/or Foreign Nationals. Indian private limited companies require a minimum of two
shareholders mandatorily. Hence, one corporate entity or person cannot hold all the shares of
an Indian Private Limited Company.
Pvt Ltd Company Registration Documents (Indian documents list)
Following documents required for Pvt. Ltd. Company formation:

Proposed Name of the Company should be given along-with below documents: -
1. PAN card image of all directors

2. Aadhar card image of all directors
3. Photo of all directors
4. Latest Saving Bank Account Statement of all the directors
5. Email ID and Mobile Number of all the directors
6. Rent Agreement of registered office (if applicable)
7. NOC from landlord (in rental case only)
8. Proof of registered office of the company (Electricity Bill or whichever available)
9. Main activities/ Objects of company
10. Residential Status of all the directors
11. Capital detail with structure

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FOREIGNER DIRECTOR IN INDIAN COMPANY – RULES & DOCUMENTS

DSC – CLASS 3 for 3 years (foreigner only)

A foreign national can be appointed to the positions of Women Director, Independent

DIN application to be filed in form DIR-3

A foreign national cannot acquire a property situated in India

FDI in Private Limited Company

Pvt Ltd Company Registration Documents (Indian documents list)

Following documents required for Pvt. Ltd. Company formation:

1. PAN card image of all directors

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