Chartered Accountant · ICAI M.No. 153926 · FRN 136869W · Reviewed on 7 October 2026
Paperwork for the foreign director
Sequence: DSC first (video verification; passport and address proof notarised and apostilled in the home country, or attested by the Indian consulate), then DIR-3 for the DIN, then appointment by the board/general meeting and DIR-12 to the ROC. Documents in a foreign language need certified translation. Budget 1–2 weeks for the apostille chain — it is the slowest link, not the MCA.
The resident-director anchor
Section 149(3) requires every company to have at least one director who stayed in India 182 days or more during the financial year. A wholly foreign-owned subsidiary therefore always pairs its overseas directors with one resident director. Choose that person with care — “nominee resident director” services exist, but the role carries real statutory liability and bank-signatory practicalities. Default invites penalties on the company and every officer.
Money, tax and FEMA
Sitting fees and remuneration to NRI/foreign directors are permitted; tax follows the relationship — TDS under section 192 for an employee-director, section 195 on fees otherwise, with DTAA relief where available. Appointment as Managing Director or Whole-Time Director carries extra conditions under Schedule V (including a 12-month prior-stay rule, with central-government approval as the fallback) — plan that appointment, don’t stumble into it. FEMA governs the shareholding, never the directorship itself. Our India-entry practice handles the director stack inside the subsidiary setup.