Chartered Accountant · ICAI M.No. 153926 · FRN 136869W
Allowed, with one resident director
A company can have majority or even all foreign shareholders, but must keep one India-resident director.
FEMA reporting for the investment
Foreign shareholding triggers FEMA pricing and FC-GPR reporting.
Documents, DIN and the FEMA side
Two threads run in parallel for a company with foreign founders: the corporate appointment and the exchange-control side. For the appointment, a foreign or NRI director needs a DIN and a digital signature, and their passport (mandatory as ID) and address proof must be notarised and apostilled in the home country; documents in another language need certified translation. At least one director must be India-resident throughout, even if the shareholding is entirely foreign. On the FEMA side, any shares issued to a non-resident must be priced at or above fair value per the pricing guidelines, the money must come through banking channels into the company, and the allotment must be reported to the RBI in Form FC-GPR (within 30 days), with the annual FLA return thereafter. The sector matters too — most are open to 100% foreign holding on the automatic route, but some carry caps or need approval. NRIs investing on a non-repatriation basis get treatment akin to resident investors in many sectors. Mapping the directorship documents and the FEMA reporting together, from the start, keeps both the MCA and the RBI sides clean.