Director Identification Number for Foreign Directors in India 2026

Written by Nihal Srivastava, Krystal7 Consultants. Last updated 27 September 2026.

Yes. A foreign national can be a director of an Indian company once they hold a Director Identification Number (DIN) under section 153 of the Companies Act, 2013. The DIN comes through SPICe+ at incorporation, or through Form DIR-3 for an existing company. Every company also needs one director who stays in India for at least 182 days in the financial year (section 149(3)). Since 31 Mar 2026, DIR-3 KYC Web is due by 30 June once every three years, not every 30 September.

This page covers the resident director test, DIN routes, attestation, DSCs, DIR-12, KYC, liabilities and replacement. Rupee amounts use Indian grouping: INR 1,00,000 is one lakh (100,000).

Can a foreign national be a director of an Indian company?

Yes. Section 149(1) of the Companies Act, 2013 (the Act) says a board consists of individuals as directors, with no nationality condition. A foreign national qualifies once they hold a DIN, consent in writing and are not disqualified under section 164. A company or an LLP cannot sit on the board. The foreign parent acts through individuals it appoints to represent its interests, whom an Explanation in section 149 calls nominee directors.

Rule	Requirement	Source
Who can be a director	An individual of any nationality	Section 149(1)
Minimum board	2 for a private company, 3 for a public company, 1 for a one person company (OPC)	Section 149(1)(a)
Maximum board	15, or more with a special resolution	Section 149(1)(b)
Resident director	At least one director stays in India for 182 days in the financial year; proportionate in the first year	Section 149(3)
Identification	A DIN before appointment	Sections 152(3), 153 and 154
One DIN only	No person may hold a second DIN	Section 155
Consent	Written consent filed with the Registrar within 30 days	Section 152(5)
Return of appointment	Form DIR-12 within 30 days	Section 170(2); rule 18 of the Appointment Rules
Directorship cap	20 companies at a time, of which at most 10 public	Section 165(1)
KYC	DIR-3 KYC Web by 30 June after every third financial year; changes within 30 days	Rule 12A, as substituted by G.S.R. 943(E)
Disqualification	Grounds in section 164, including three years of missed annual filings	Section 164(1) and (2)

A common structure puts one or two parent executives on the board as non executive nominees. One person based in India then meets the resident director rule and can sign filings quickly.

What is the resident director rule under section 149(3)?

Section 149(3) of the Act requires every company to have at least one resident director. That director must stay in India for a total of at least 182 days during the financial year. For a company incorporated during the year, the proviso applies the requirement proportionately at the end of that financial year. The test counts days in India, not citizenship.

The days need not be continuous. The Act does not define "stays", so we count days of physical presence and ask the resident director to keep travel records.

How the first year test works

The Act gives no formula for the proportionate test. Our reading applies the days from incorporation to 31 March over 365 and rounds up to a whole day.

Incorporation date	Days to 31 Mar 2027	182 × days ÷ 365	Minimum days we plan for
1 Jul 2026	274	136.6	137
1 Oct 2026	182	90.8	91
2 Jan 2027	89	44.4	45
1 Mar 2027	31	15.5	16

From the second financial year the full 182 days apply.

What happens if no director meets the test

Section 149 carries no penalty of its own. Section 172 sets the general penalty for Chapter XI, which runs from section 149 to section 172. It is INR 50,000, plus INR 500 a day while the failure continues. The cap is INR 3,00,000 for the company and INR 1,00,000 for each officer in default.

Who can serve as the resident director

We see three workable options:

1. An employee or country head based in India.
2. A foreign executive seconded to India, living there on the right visa for most of the year.
3. An Indian professional engaged as a non executive director under a service agreement.

The third works when the professional gets board papers on time and can refuse to sign what they have not seen.

How does a foreign national get a DIN?

There are two routes. At incorporation, SPICe+ allots a DIN to up to three proposed directors who do not hold one. The proviso to rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Appointment Rules) sets this cap. For an existing company, the person files Form DIR-3 with their own digital signature certificate (DSC), verified by an officer of that company.

Rule 10 gives the Central Government one month to decide a DIR-3 and the applicant 15 days to fix defects. A rejected application loses its fee. The DIN is valid for life, and section 155 bars a second one. Section 156 requires a director to give the DIN to each company within one month.

Point	SPICe+ Part B (new company)	Form DIR-3 (existing company)
When used	Incorporating a company	Adding a director to a company that already exists
Legal basis	Proviso to rule 9 of the Appointment Rules	Rules 9 and 10 of the Appointment Rules
People covered	Up to 3 proposed directors without a DIN	One applicant per form
Signature	Linked incorporation forms signed with DSC	Applicant's own DSC
Verification	Part of the incorporation filing	A company secretary in full time employment, or the managing director, a director, CEO or CFO of the company
Attachments	Identity proof, address proof, photograph	Photograph, identity proof, residence proof, board resolution proposing the appointment, verified specimen signature
Government fee (INR)	Check the MCA fees calculator for the SPICe+ filing	500
Processing time	With the incorporation	Decision within one month; defects fixed within 15 days

MCA's draft Companies (Incorporation) Amendment Rules, 2026, released with a public notice of 8 Apr 2026, propose a higher SPICe+ DIN cap. A draft is not law, so check the MCA notifications page for final rules.

For the full sequence, see our SPICe+ guide and our company registration guide for foreign founders.

Which documents need apostille or consular attestation?

Rule 13(5) of the Companies (Incorporation) Rules, 2014 sets the standard for a foreign national subscriber who signs outside India. In a Commonwealth country, local notarisation is enough. In a Hague Apostille Convention country, the documents are notarised and then apostilled. Elsewhere, an Indian diplomatic or consular officer authenticates the local notary's certificate.

We apply the same standard to the identity and address proofs a foreign director attaches to DIR-3. A foreign national who subscribes while in India needs a valid business visa under rule 13(5)(d). The Explanation drops that condition for a person of Indian origin or an Overseas Citizen of India (OCI).

MCA's August 2026 FAQs on registration of foreign companies and subsidiaries of foreign bodies corporate add three points:

1. The place of signing decides the route, not the signer's nationality. A US national signing in Malaysia needs only notarisation.
2. A foreign national may sign the subscriber sheet with a DSC only while in India on a valid business visa. A subscriber outside India signs on paper with the attestation above.
3. The Act and rules set no fixed validity period for notarised or apostilled documents. MCA says the issuing authorities usually state one.

Where the person signs	Attestation under rule 13(5)	Examples	Our practice
A Commonwealth country	Notarised by a notary in that country	UK, Singapore, Canada, Australia	Notarise and apostille, since all four are also Hague parties
A Hague Apostille Convention party outside the Commonwealth	Notarised, then apostilled	US, Germany, Netherlands, France, Japan, Switzerland	Notarise and apostille
A country in neither group	Notarised, then authenticated by an Indian diplomatic or consular officer	UAE, Qatar, Kuwait	Local notary, local foreign ministry step where the mission asks for it, then the Indian mission
India, by a visiting foreign national	Valid business visa for a foreign subscriber; not needed for a person of Indian origin or an OCI	Any visitor	Keep a copy of the visa with the incorporation file

We apostille even where notarisation alone would do, because the Indian bank usually takes the same set. The Hague Conference on Private International Law (HCCH) status table, last updated 30 Jun 2026, gives these dates.

Country	Apostille Convention party	In force from	Commonwealth member
India	Yes	14 Jul 2005	Yes
United States	Yes	15 Oct 1981	No
United Kingdom	Yes	24 Jan 1965	Yes
Singapore	Yes	16 Sep 2021	Yes
Canada	Yes	11 Jan 2024	Yes
Australia	Yes	16 Mar 1995	Yes
Germany	Yes	13 Feb 1966	No
Netherlands	Yes	8 Oct 1965	No
Japan	Yes	27 Jul 1970	No
Saudi Arabia	Yes	7 Dec 2022	No
Viet Nam	Yes	11 Sep 2026	No
United Arab Emirates	No	Not applicable	No
Qatar	No	Not applicable	No

Viet Nam's accession took effect on 11 Sep 2026 with objections recorded. An accession has no effect between the acceding state and an objecting party, so check the notes before you rely on a Vietnamese apostille.

How does a foreigner get a digital signature certificate?

A foreign director buys a Class 3 DSC from a certifying authority licensed by India's Controller of Certifying Authorities (CCA). The CCA Identity Verification Guidelines, version 2.6 of 16 Jun 2026, set the checks. A foreign applicant submits a passport and an address proof, confirms mobile and email, and completes a live video check. The guidelines do not require an apostille.

An applicant counts as foreign if the application address is outside India or no Indian government authority issued the identity document. Under Annexure VI, the face must cover half the video frame. The applicant reads aloud at least three random three digit numbers. Each DSC issue needs a fresh video check within the last two days. Certifying authorities issue Class 3 individual certificates, never a Class 2 certificate alone.

Item	What the CCA guidelines accept	Our note
Identity proof	Passport, local government ID, PAN or OCI passport	Use the passport so the name matches the DIN
Address proof	Passport, OCI passport, local government ID with address, bank details with address, utility bill issued within three months, embassy document with residential address	A bank statement is the easiest for most directors
Contact checks	Mobile verified by a direct call or SMS OTP; email verified by the certifying authority	Use the director's personal mobile and email
Video verification	Live video by the certifying authority, originals shown, random numbers read aloud	Book it for a time when the director has the passport at hand
Organisation certificate	Organisation ID, authorisation letter, a registry reference for the organisation	Not needed for MCA filings by a director

Some certifying authorities ask for more under their own policies, so we check before the director books the call.

The 6 Feb 2026 revision removed mandatory Aadhaar and PAN linking. It also deleted optional physical verification and added assisted enrolment for applicants without Aadhaar. The 16 Jun 2026 revision aligned the guidelines with CA/Browser Forum requirements.

How is a foreign director appointed after incorporation?

The board usually appoints the person as an additional director under section 161(1), if the articles allow it. Members can also appoint them in a general meeting under section 152(2). The company then files Form DIR-12 within 30 days under section 170(2) and rule 18 of the Appointment Rules, with the Form DIR-2 consent attached.

An additional director holds office until the next annual general meeting (AGM) or the last date for holding it, whichever is earlier.

Step	Form or document	Who acts	Time limit
1. Obtain a DIN	DIR-3, or SPICe+ at incorporation	Applicant, verified by a company officer	Before appointment
2. Give consent	DIR-2	Appointee	Filed with the Registrar within 30 days of appointment
3. Declare eligibility	DIR-8	Appointee	Before appointment (rule 14)
4. Appoint	Board resolution, or members' resolution	Board or members	Appointment date
5. Disclose interests	MBP-1	New director	First board meeting the director attends (section 184(1))
6. File the return	DIR-12 with DIR-2 attached	Company, signed with a director's DSC	Within 30 days of appointment
7. Update the register	Register of directors and key managerial personnel	Company	On appointment (section 170(1))
8. Regularise	Ordinary resolution at the AGM	Members	Next AGM, for an additional director

A foreign director need not travel, because section 173(2) allows attendance through video conferencing or other audio visual means. We minute each director's attendance mode.

DIR-12 fees

The Companies (Registration Offices and Fees) Rules, 2014 set the normal DIR-12 fee by the company's nominal share capital.

Nominal share capital (INR)	Normal fee (INR)
Below 1,00,000	200
1,00,000 to 4,99,999	300
5,00,000 to 24,99,999	400
25,00,000 to 99,99,999	500
1,00,00,000 or more	600

A late DIR-12 adds an additional fee on top of the normal fee. The multiple is 2 times for a delay of up to 30 days, 4 times up to 60 days, 6 times up to 90 days and 10 times up to 180 days. Beyond 180 days it is 12 times. Section 170 has no penalty of its own, so the section 172 penalty also applies to a missed return.

Our director change service handles the DIN, the consent pack and the DIR-12 for foreign owned companies.

What is DIR-3 KYC Web and when is it due in 2026?

DIR-3 KYC Web is the KYC intimation every DIN holder files under rule 12A of the Appointment Rules. From 31 Mar 2026, under G.S.R. 943(E) of 31 Dec 2025, a person holding a DIN on 31 March files it by 30 June after every third consecutive financial year. A change in mobile, email or residential address needs a filing within 30 days.

A Press Information Bureau (PIB) release of 1 Jan 2026 says directors who completed KYC have their next KYC due by 30 Jun 2028. The one form also handles address and contact changes and DIN reactivation.

MCA's three illustrations

MCA posted three illustrations on its official MCA21 account:

1. A DIN allotted during FY 2025-26 first files from April to June 2029.
2. A DIN allotted on or before 31 Mar 2025, with KYC filed in 2025, files nothing for FY 2026-27 and FY 2027-28 unless details change. The next filing falls from April to June 2028.
3. A DIN allotted on 1 Jan 2026 that updates contact details in FY 2027-28 keeps the cycle counted from FY 2025-26. The next KYC still falls from April to June 2029.

A change filing does not reset the three year clock. On the same pattern, our reading of rule 12A(1) puts the first KYC for a DIN allotted in FY 2026-27 between 1 Apr 2030 and 30 Jun 2030.

Fees and deactivation

G.S.R. 300(E) of 21 Apr 2026 took effect on publication in the Gazette. It substituted the DIR-3 KYC Web fee item in the Companies (Registration Offices and Fees) Rules, 2014.

Situation	When DIR-3 KYC Web is due	Government fee (INR)
DIN allotted on or before 31 Mar 2025, KYC filed in 2025	1 Apr to 30 Jun 2028, then every third year	Nil
DIN allotted in FY 2025-26	1 Apr to 30 Jun 2029, then every third year	Nil
DIN allotted in FY 2026-27 (our reading)	1 Apr to 30 Jun 2030, then every third year	Nil
Change in mobile, email or residential address	Within 30 days of the change; the cycle does not reset	500 per filing
Filed after the due date	Any time after the window closes	5,000
Reactivation of a deactivated DIN	On filing	5,000

Rule 11(2) of the Appointment Rules provides for deactivating the DIN of a holder who does not file under rule 12A. Rule 11(3) reactivates it only after the form is filed. In our experience, company forms that use a deactivated DIN fail validation until then.

Rule 12A(1) covers every DIN holder, so a foreign executive who leaves the Indian board still owes KYC every third year.

What liabilities does a foreign director carry?

A foreign director owes the same duties as any director under section 166 of the Act. Section 149(12) protects a non executive director who is not a promoter or key managerial personnel. They are liable only for defaults within their knowledge through board processes, with their consent or connivance, or where they lacked diligence. Tax and GST laws add personal recovery risk for private company dues.

Duties under section 166

Section 166 requires good faith, due care, skill, diligence and independent judgment, and bars conflicts of interest and undue gain. Under section 166(7), a breach is punishable with a fine of INR 1,00,000 to INR 5,00,000.

The officer in default rule

Section 2(60) of the Act defines an "officer who is in default". It starts with whole time directors and key managerial personnel (KMP). Where the company has no KMP, clause (iii) names the directors the board specifies with their consent, or all directors if it specifies none.

Many small foreign owned subsidiaries have no KMP on record, so every director, including nominees abroad, is an officer in default. Appoint KMP, or have the board specify the resident director with written consent. Clause (vi) also catches a director who knew of a contravention through board proceedings and did not object.

Disqualification and vacation of office

Section 164(2) disqualifies every director of a company that has not filed financial statements or annual returns for three continuous financial years. The director cannot be reappointed there, or appointed elsewhere, for five years. A person newly appointed to a company already in default gets six months before this applies. Section 167(1)(a) vacates the office in every company except the one in default.

Section 167(1)(b) vacates the office of a director absent from all board meetings held over twelve months. Our AOC-4 and MGT-7 guide covers the filings that keep section 164(2) away.

Tax and GST recovery from directors

Section 179 of the Income Tax Act, 1961 made each director of a private company jointly and severally liable for tax the company cannot pay. A director escaped by proving the non recovery was not due to their gross neglect, misfeasance or breach of duty. Q12 of the Central Board of Direct Taxes (CBDT) FAQs on transition provisions (July 2026) ties liability to the period of the demand. Section 179 covers earlier periods and section 323 of the Income Tax Act, 2025 covers later ones.

Section 89 of the Central Goods and Services Tax Act, 2017 (CGST Act) sets a parallel rule for GST. Both laws look at who was a director during the period of the dues.

Exposure	Source	Who it reaches	Safeguard
General duties	Section 166	Every director	Read board papers; minute questions and dissent
Officer in default	Section 2(60)	Whole time directors and KMP; all directors where there is no KMP and none is specified	Appoint KMP, or specify a consenting resident director
Non executive shield	Section 149(12)	Non executive directors who are not promoters or KMP	Keep evidence of diligence and board process
Disqualification for missed filings	Sections 164(2) and 167(1)(a)	Every director of the defaulting company	Keep AOC-4 and MGT-7 on time
Absence from meetings	Section 167(1)(b)	A director absent for twelve months	Attend by video; minute attendance
Excess directorships	Section 165(6): INR 2,000 a day, up to INR 2,00,000	The director	Track seats across groups
DIN defaults	Section 159: up to INR 50,000, plus up to INR 500 a day	The individual	Hold one DIN; tell each company within one month
Private company income tax	Section 323 of the Income Tax Act, 2025 (section 179 of the 1961 Act)	Directors in the period of the demand	Keep tax current; minute tax decisions
Private company GST	Section 89 of the CGST Act, 2017	Directors in the period of the dues	Review GST returns monthly

We also recommend a parent indemnity and a directors and officers insurance policy that names the Indian subsidiary. Neither removes statutory liability, but both fund a defence.

Can a foreign national be the managing director or a whole time director?

Yes. Section 196 of the Act governs these appointments. For a public company, Part I of Schedule V sets conditions that include residence in India. An appointment outside them needs Central Government approval under section 196(4).

G.S.R. 464(E) of 5 Jun 2015 exempts a private company from sections 196(4) and (5). A private company can therefore appoint a non resident managing director without that approval.

Explanation I to Part I treats as resident a person who stayed in India for a continuous twelve months before appointment. That person must have come for employment or to carry on a business or vocation. Explanation II lifts the condition for companies in Special Economic Zones. A non resident appointee there must still enter India on an employment visa.

A whole time director is an officer in default under section 2(60)(i), and working from India needs a visa that permits employment. A parent executive who manages from abroad usually fits better as a non executive nominee. Sitting fees or commission paid to a non resident director attract tax deduction at source, covered in our guide to TDS on payments to non residents.

How do you remove or replace a foreign director?

A foreign director resigns by written notice under section 168 of the Act. It takes effect when the company receives it, or on a later date in the notice. The company files DIR-12 within 30 days under rule 15 of the Appointment Rules. Members can instead remove a director by ordinary resolution after special notice under section 169. Before either step, check the board keeps two directors and a resident director.

Resignation

Section 168(1) requires the board to note the resignation and report it in the next directors' report. The director may send the Registrar a copy with detailed reasons within 30 days, in Form DIR-11 under rule 16. Once the company has filed its DIR-12, a foreign director may authorise someone in India to sign and file DIR-11. That can be a practising chartered accountant, cost accountant or company secretary, or another resident director. The proviso to section 168(2) keeps the director liable for offences during their tenure.

Removal by members

Members must give the director a reasonable opportunity of being heard (section 169(1)) and may receive a written representation (section 169(4)). They can fill the vacancy at the same meeting (section 169(5)). The proviso to section 169(7) bars the board from reappointing the removed director. For a parent's nominee, a resignation on the parent's instruction is quicker.

Replacement order and the alternate director option

Appoint the replacement first. Get the new person's DIN, consent and DIR-8 before the resignation takes effect, so the board keeps its minimum and its resident director. If all directors leave, section 168(3) lets the promoter, or in its absence the Central Government, appoint directors until members act.

For a director who will be away, section 161(2) lets the board appoint an alternate if the articles or a general meeting allow it. The original director must be absent from India for at least three months, and the alternate vacates office on their return.

Our foreign subsidiary service runs these changes, and our guide to a wholly owned subsidiary in India covers ownership.

Why do DIN and DIR-12 filings get rejected?

Most defects we see come from mismatched names, stale or unattested documents and the wrong verifier.

Reason	Effect	Fix
Name differs between passport, DSC and form	Resubmission, or the DSC cannot be linked to the DIN	Use the full passport name everywhere
Address proof old or not in the applicant's name	Resubmission	Attach a recent bank statement or utility bill in the director's name
Identity or address proof not attested for the signing country	Resubmission	Follow rule 13(5) for the place of signing
Apostille attached to a different notarised document	Query from the reviewer	Apostille the notarised set that is uploaded
Board resolution proposing the appointment missing	Resubmission of DIR-3	Attach a certified copy of the resolution
DIR-3 verified by a person the rule does not allow	Resubmission	Verify by a company secretary in full time employment, the managing director, a director, the CEO or the CFO
Document in a foreign language	Query from the reviewer	Attach a certified English translation
DIR-12 filed more than 30 days after appointment	Additional fee of 2 to 12 times	File within 30 days
DIN deactivated for missed KYC	Company form fails validation	File DIR-3 KYC Web with INR 5,000 first
Photograph unclear or old	Resubmission	Use a recent passport style photograph

What changed in 2026

These 2026 changes matter most for foreign directors.

Area	Old rule	New rule	Date	Instrument
KYC frequency	Every DIN holder filed each year by 30 September	Once every third consecutive financial year, by 30 June	In force 31 Mar 2026	G.S.R. 943(E), 31 Dec 2025
KYC forms	DIR-3 KYC form and DIR-3 KYC Web service	One form, DIR-3 KYC Web	31 Mar 2026	G.S.R. 943(E)
Change of contact details	Updated through the KYC form	Filed within 30 days of the change; cycle not reset	31 Mar 2026	G.S.R. 943(E); MCA illustration 3
Next KYC for directors already compliant	30 Sep 2026	By 30 Jun 2028	Announced 1 Jan 2026	PIB release of 1 Jan 2026
KYC fees (INR)	Nil on time; 5,000 late	Nil on time; 5,000 late or for reactivation; 500 per change filing	21 Apr 2026	G.S.R. 300(E), 21 Apr 2026
DSC verification	Earlier CCA-IVG text	Aadhaar and PAN linking removed, optional physical verification deleted, assisted enrolment added; later aligned with CA/Browser Forum requirements	6 Feb 2026 and 16 Jun 2026	CCA Identity Verification Guidelines, version 2.6
Director liability for private company tax	Section 179 of the Income Tax Act, 1961	Section 323 of the Income Tax Act, 2025, by the period of the demand	1 Apr 2026	Income Tax Act, 2025; CBDT FAQ Q12, July 2026
Foreign document execution	No MCA guidance in one place	FAQs: place of signing decides attestation; no fixed validity	Aug 2026	MCA FAQs on foreign companies and subsidiaries
Apostille coverage	Viet Nam not a party	Viet Nam a party, with objections recorded	11 Sep 2026	HCCH status table
DINs through SPICe+	Up to 3 proposed directors	Draft proposes a higher cap; check for final rules	Draft of 8 Apr 2026	Draft Companies (Incorporation) Amendment Rules, 2026

More change is pending. The Corporate Laws (Amendment) Bill, 2026, introduced in Lok Sabha on 23 Mar 2026, proposes a statutory power to deactivate or cancel a DIN. It also proposes to cut the section 164(2) trigger from three financial years to two. A Bill changes nothing until Parliament passes it and the Government notifies it, so this page states the law in force on 27 Sep 2026.

Worked example

A Delaware corporation owns an Indian private company with nominal share capital of INR 10,00,000. In October 2026 the parent appoints its CFO, a US citizen in California who has never visited India. It also appoints an Indian finance manager in Bengaluru as resident director, who has held a DIN since 2024.

Appointing the CFO and the resident director

Date	Step	Cost or rule
1 Oct 2026	CFO signs passport copy and bank statement before a California notary; the state issues the apostille	US is a Hague party since 15 Oct 1981; rule 13(5)(b)
5 Oct 2026	CFO completes DSC video verification with an Indian certifying authority	CCA-IVG 2.6; no apostille needed for the DSC
12 Oct 2026	Board resolution proposing the CFO's appointment; DIR-3 filed and verified by an existing director	Fee INR 500; rule 9
20 Oct 2026	DIN allotted	Within the one month in rule 10
28 Oct 2026	Board meeting by video appoints both as additional directors; DIR-2, DIR-8 and MBP-1 collected	Sections 161(1), 173(2), 184(1)
27 Nov 2026	Last day for DIR-12 for both appointments	30 days from 28 Oct 2026

On time, the DIR-12 fee is INR 400, because the nominal capital sits in the INR 5,00,000 to INR 24,99,999 band. Suppose the company files on 3 Jan 2027 instead. The delay is 37 days: 3 in November, 31 in December and 3 in January. A delay above 30 and up to 60 days carries 4 times the normal fee, so the additional fee is INR 1,600. The company pays INR 2,000 in total and faces the section 172 penalty as well.

The first KYC dates

The CFO's DIN dates from FY 2026-27. On our reading of rule 12A(1), her first DIR-3 KYC Web falls due between 1 Apr 2030 and 30 Jun 2030. The resident director filed KYC in 2025, so MCA's second illustration puts his next KYC between 1 Apr 2028 and 30 Jun 2028.

If the CFO changes her US mobile number on 10 Feb 2027, she files DIR-3 KYC Web by 12 Mar 2027 and pays INR 500. Her routine KYC date stays in 2030. Filing on 15 Jul 2030 instead would cost INR 5,000.

A new subsidiary's first year

The same parent incorporates a second subsidiary on 1 Oct 2026, leaving 182 days to 31 Mar 2027. On our reading, the resident director must spend at least 182 × 182 ÷ 365 = 90.75 days, so 91 days, in India by 31 Mar 2027. From 1 Apr 2027 the full 182 day test applies.

Common mistakes

1. Treating 30 September as the KYC date. Since 31 Mar 2026 the date is 30 June in the third year of the cycle, so diary it for each director.
2. Letting a former director's DIN lapse. Rule 12A covers every DIN holder, so tell departing directors their next KYC date in writing.
3. Assuming the resident director must be an Indian citizen. Section 149(3) counts days in India, so a foreign executive living in India qualifies.
4. Appointing the replacement after the resignation. Get the new DIN and consent first, so the board never loses its minimum or its resident director.
5. Mixing name formats. A middle name missing from the DSC blocks the DSC link, so use the full passport name from the start.
6. Leaving no one specified as officer in default. With no KMP, every director is an officer in default under section 2(60)(iii), so specify a consenting resident director or appoint KMP.
7. Using a nominee who never attends. Twelve months without attending any board meeting vacates the office under section 167(1)(b), so offer video attendance.
8. Filing DIR-12 late because consent was signed abroad on paper. The 30 days run from the appointment date, so collect DIR-2 and DIR-8 before the board meeting.
9. Forgetting the change filing. A new phone number or home address needs DIR-3 KYC Web within 30 days with INR 500.
10. Relying on one attestation for every purpose. The bank, the Registrar and the certifying authority may ask for different things, so meet the strictest.

If you want us to check a board plan before the parent signs anything, send the proposed director list through our contact page.

Checklist for appointing a foreign director

1. Confirm the board will have at least two directors and one resident director on every day of the year.
2. Check the articles allow the board to appoint an additional director under section 161(1).
3. Check the appointee holds fewer than 20 directorships, and fewer than 10 in public companies.
4. Collect the passport copy, address proof and photograph, attested for the country of signing under rule 13(5).
5. Arrange a Class 3 DSC through a licensed certifying authority, with video verification.
6. Pass a board resolution proposing the appointment, if the person needs a DIN.
7. File Form DIR-3 with INR 500, signed with the appointee's DSC and verified by a permitted officer.
8. Obtain Form DIR-2 consent and Form DIR-8 declaration before the appointment date.
9. Appoint the director by board or members' resolution, and minute how they attended.
10. Collect Form MBP-1 at the first board meeting the director attends.
11. File Form DIR-12 within 30 days of the appointment, with DIR-2 attached.
12. Update the register of directors and key managerial personnel.
13. Specify, with consent, which directors are officers in default if the company has no KMP.
14. Record the director's first DIR-3 KYC Web window and ask them to report contact changes within 30 days.
15. Regularise an additional director by ordinary resolution at the next AGM.

For the wider annual calendar, see our foreign subsidiary compliance guide and the 2026-27 compliance calendar.

Frequently Asked Questions

Can a foreign company or LLP be appointed as a director of an Indian company?+

No. Section 149(1) of the Companies Act, 2013 says the board consists of individuals as directors, so a foreign parent company cannot hold a seat itself. It appoints individuals, usually its own executives, to represent its interests. An Explanation in section 149 calls such a person a nominee director.

Does the resident director have to be an Indian citizen?+

No. Section 149(3) asks for one director who stays in India for at least 182 days in the financial year and says nothing about citizenship. A foreign national who lives in India for most of the year can be the resident director. An Indian citizen living abroad may fail it.

Can every director of a private company be a foreign national?+

Yes, if one of them stays in India for at least 182 days in the financial year under section 149(3). A private company needs at least two directors under section 149(1), and both can be foreign nationals. In a new company, the day count is proportionate in the first financial year.

How long does it take to get a DIN through Form DIR-3?+

Rule 10 of the Companies (Appointment and Qualification of Directors) Rules, 2014 gives the Central Government one month from receipt to decide a DIR-3. If the form has defects, the applicant gets 15 days to fix them. Clean documents set the pace in practice, because a rejected application loses its INR 500 fee.

Can a foreign national hold two DINs?+

No. Section 155 of the Companies Act, 2013 bars any person from obtaining more than one DIN. A DIN is valid for life under rule 10 and never goes to anyone else. Section 159 sets a penalty of up to INR 50,000 for breaching section 155, plus up to INR 500 a day while the default continues.

Does a foreign director need to visit India to get a DIN?+

No. The director signs identity and address documents abroad and has them notarised and apostilled or consularised under rule 13(5) of the Companies (Incorporation) Rules, 2014. The DSC comes through online video verification under the CCA guidelines. MCA's August 2026 FAQs add that a foreign subscriber may sign the subscriber sheet with a DSC only while in India on a business visa.

Is DIR-3 KYC Web due in 2026 at all?+

For most directors, no. MCA's second illustration says a director whose DIN was allotted on or before 31 Mar 2025 and who filed KYC in 2025 files nothing for FY 2026-27 or FY 2027-28 unless details change. Their next window is 1 Apr to 30 Jun 2028. A change of mobile, email or address still needs a filing within 30 days.

What is the fee to reactivate a deactivated DIN?+

INR 5,000. G.S.R. 300(E) of 21 Apr 2026 sets a nil fee for DIR-3 KYC Web filed within the rule 12A(1) timeline. It sets INR 5,000 for a filing after the timeline or for reactivation, and INR 500 for each change filing under rule 12A(2).

Can a foreign director attend board meetings by video?+

Yes. Section 173(2) of the Companies Act, 2013 lets directors take part in board meetings in person or through video conferencing or other audio visual means. We minute each director's mode of attendance, because section 167(1)(b) vacates the office of a director absent from all board meetings held over twelve months.

What is an alternate director and when does it help?+

Under section 161(2) of the Companies Act, 2013, the board may appoint an alternate for a director who is absent from India for at least three months. The articles or a general meeting resolution must allow it. The alternate vacates office when the original director returns, so it suits a resident director who will be abroad for a long spell.

Is a foreign nominee director personally liable for the subsidiary's income tax?+

It can be. If a private company's tax cannot be recovered, the directors during that period can be jointly and severally liable. Section 179 of the Income Tax Act, 1961 covers earlier periods. Q12 of the CBDT's transition FAQs of July 2026 says section 323 of the Income Tax Act, 2025 applies to demands of later periods.

How many Indian companies can a foreign national be a director of?+

Up to 20 at the same time under section 165(1) of the Companies Act, 2013, counting alternate directorships. No more than 10 can be public companies, and members can set a lower limit by special resolution. A person who accepts an appointment beyond the cap faces INR 2,000 a day under section 165(6), up to INR 2,00,000.

How long is an apostilled passport copy valid for MCA filings?+

MCA's August 2026 FAQs on foreign companies and subsidiaries say the Companies Act, 2013 and its rules set no fixed validity period for notarised or apostilled documents. MCA adds that the issuing authorities usually state one. After a passport renewal, we update the DIN particulars through Form DIR-6 under rule 12.

Can a foreign director sign DIR-11 through someone in India?+

Yes. The proviso to rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014 lets a foreign director authorise a practising chartered accountant, cost accountant or company secretary, or another resident director, to sign and file DIR-11. It applies once the company has filed its DIR-12 for the resignation under rule 15.

Does resigning end a foreign director's liability?+

Not for the past. The proviso to section 168(2) of the Companies Act, 2013 keeps a director liable for offences that occurred during their tenure. Tax recovery under section 323 of the Income Tax Act, 2025, and GST recovery under section 89 of the CGST Act, 2017, also look at who was a director during the period of the dues.

Must a foreign director keep filing KYC after leaving every Indian board?+

Yes, while they hold the DIN. Rule 12A(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 applies to every individual who holds a DIN on 31 March, and a DIN is valid for life under rule 10. Surrender through DIR-5 is open only to a person never appointed as a director whose DIN was never used.

Can a private company appoint a non resident managing director without government approval?+

Yes. G.S.R. 464(E) of 5 Jun 2015 exempts private companies from sections 196(4) and (5) of the Companies Act, 2013. Those provisions require Central Government approval for a managerial appointment outside the Schedule V conditions, which include residence in India. A public company outside a Special Economic Zone still needs that approval.

Does a DSC for a foreign national need an apostilled passport?+

Not under the CCA Identity Verification Guidelines, version 2.6 of 16 Jun 2026. They verify a foreign applicant through the passport or another accepted ID, an address proof, mobile and email checks and a live video. A certifying authority may ask for more under its own policy, so check before the video call.

Sources

• Income Tax Department, Companies Act, 2013, section 149 (Company to have Board of Directors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-149-79
• Income Tax Department, Companies Act, 2013, section 152 (Appointment of directors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-152-79
• Income Tax Department, Companies Act, 2013, section 153 (Application for allotment of DIN), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-153-79
• Income Tax Department, Companies Act, 2013, section 159 (default under sections 152, 155 and 156), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-159-78
• Income Tax Department, Companies Act, 2013, section 161 (Additional, alternate and nominee directors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-161-77
• Income Tax Department, Companies Act, 2013, section 164 (Disqualifications for appointment of director), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-164-76
• Income Tax Department, Companies Act, 2013, section 165 (Number of directorships), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-165-76
• Income Tax Department, Companies Act, 2013, section 166 (Duties of directors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-166-77
• Income Tax Department, Companies Act, 2013, section 167 (Vacation of office of director), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-167-77
• Income Tax Department, Companies Act, 2013, section 168 (Resignation of director), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-168-77
• Income Tax Department, Companies Act, 2013, section 169 (Removal of directors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-169-76
• Income Tax Department, Companies Act, 2013, section 170 (Register of directors and key managerial personnel), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-170-75
• Income Tax Department, Companies Act, 2013, section 172 (general penalty for Chapter XI), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-172-75
• Income Tax Department, Companies Act, 2013, section 2 (Definitions, including clauses (59) and (60)), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-2-148
• Income Tax Department, Companies Act, 2013, Schedule V, Part I, read 27 Sep 2026, https://www.incometaxindia.gov.in/w/schedule-v
• India Code, Companies Act, 2013 and rules made under it, including the Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies (Incorporation) Rules, 2014 and the Companies (Registration Offices and Fees) Rules, 2014, read 27 Sep 2026, https://www.indiacode.nic.in/handle/123456789/2114
• Ministry of Corporate Affairs, Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, G.S.R. 943(E), 31 Dec 2025, https://www.mca.gov.in/bin/dms/getdocument?mds=Vk%252FT5sIBKBare6St1b%252FznQ%253D%253D&type=open
• Press Information Bureau, MCA replaces annual KYC requirements under the Companies Act, 2013 with abridged KYC requirements once in three years, 1 Jan 2026, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2210552&reg=3&lang=1
• Ministry of Corporate Affairs (MCA21 India), illustrative scenarios for Form DIR-3 KYC Web, 2026, https://x.com/MCA21India/status/2038587486843404747
• Gazette of India, Companies (Registration Offices and Fees) Amendment Rules, 2026, G.S.R. 300(E), 21 Apr 2026, https://egazette.gov.in/WriteReadData/2026/271973.pdf
• Ministry of Corporate Affairs, exemptions to private companies, G.S.R. 464(E), 5 Jun 2015, listed on the MCA notifications page, https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
• Ministry of Corporate Affairs, Form DIR-3 page, MCA V3, read 27 Sep 2026, https://www.mca.gov.in/content/mca/global/en/mca/e-filing/din-related-forms/form-dir3.html
• Ministry of Corporate Affairs, MCA fees calculator, read 27 Sep 2026, https://www.mca.gov.in/content/mca/global/en/mca/fo-llp-services/enquire-fees.html
• Ministry of Corporate Affairs, FAQs on registration of foreign companies and subsidiaries of foreign bodies corporate, August 2026, https://www.mca.gov.in
• Gazette of India, Corporate Laws (Amendment) Bill, 2026, 23 Mar 2026, https://egazette.gov.in/WriteReadData/2026/271201.pdf
• Controller of Certifying Authorities, Identity Verification Guidelines (CCA-IVG), version 2.6, 16 Jun 2026, https://cca.gov.in/sites/files/pdf/guidelines/CCA-IVG.pdf
• Controller of Certifying Authorities, guidelines page, read 27 Sep 2026, https://cca.gov.in/guidelines.html
• Controller of Certifying Authorities, FAQ, read 27 Sep 2026, https://cca.gov.in/faq.html
• Hague Conference on Private International Law, status table of the Apostille Convention of 5 Oct 1961, updated 30 Jun 2026, https://www.hcch.net/en/instruments/conventions/status-table/?cid=41
• Central Board of Direct Taxes, FAQs on transition provisions, F. No. 370149/107/2026-TPL, July 2026, https://www.incometaxindia.gov.in/documents/d/guest/faqs-on-transition-provisions-pdf
• Central Board of Indirect Taxes and Customs, Central Goods and Services Tax Act, 2017, section 89, read 27 Sep 2026, https://cbic-gst.gov.in