Appointment of Non Resident/ Foreign National as

Director on Board
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IRA MITTAL

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
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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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