Resident Director in India and the Section 149(3) 182 Day Rule (2026)

Written by CA Nandini Hasija, Krystal7 Consultants. Last updated 23 October 2026.

Every Indian company needs at least one director who stays in India for 182 days or more in the financial year. Section 149(3) of the Companies Act, 2013 sets this rule. A company incorporated during the year needs a proportionate share of those 182 days by 31 March. The director can be of any nationality. A gap attracts the section 172 penalty of INR 50,000 plus INR 500 a day, capped at INR 3,00,000 for the company.

This page covers how the days are counted and who can fill the seat. It also covers how foreign groups appoint a resident director, the liability that comes with the role, and what to do when that director leaves.

What is the resident director requirement in India?

Section 149(3) of the Companies Act, 2013 requires every company to have a director who stays in India for 182 days or more in the financial year. It applies to private, public and one person companies. It applies in full to the wholly owned subsidiary of a foreign company.

The rule sits in Chapter XI of the Act, which deals with the appointment and qualifications of directors. You can read the current text of section 149 on the Income Tax Department's Companies Act page.

The test is physical presence. It does not look at citizenship, tax residence or where the director's family lives. A German national who lives and works in Bengaluru meets it. An Indian citizen who lives in Dubai does not, unless that person spends the required days in India.

The Act does not say the resident director must be an employee, an executive or a shareholder. It does not reserve any filing or signature for that director. It only requires one director on the board who meets the stay test.

Before 7 May 2018 the test looked at the previous calendar year. Section 46 of the Companies (Amendment) Act, 2017 substituted the current wording, and notification S.O. 1833(E) of 7 May 2018 brought it into force. Many websites still quote the old "previous calendar year" text. That text no longer applies.

How are the 182 days counted?

Count the days the director is physically present in India between 1 April and 31 March of the company's financial year. The days do not need to be continuous, because the section speaks of a total period. The Act gives no rule for the day of arrival or the day of departure.

We count both the arrival day and the departure day as days in India, which is the common income tax practice. We still plan for a margin of a few weeks, because the Ministry of Corporate Affairs (MCA) has issued no counting rule. A director who lands at 11 pm and leaves at 6 am on another day should not be the reason a company fails the test.

The financial year under section 2(41) of the Act runs from 1 April to 31 March for almost every Indian company. An Indian subsidiary of a December year end parent still uses 31 March. The exception is a company that obtains approval for a different year under the proviso to section 2(41). Our note on 31 March and December year ends explains that route.

Keep evidence of the days. We ask resident directors who travel to keep a simple travel log, passport stamp copies and boarding passes. The Registrar can ask a company to show compliance. A log built at the time is far easier to defend than one rebuilt from memory.

Trip in FY 2025-26	First day in India	Last day in India	Days in India (both ends counted)
Trip 1	1 Apr 2025	30 Jun 2025	91
Trip 2	1 Aug 2025	30 Sep 2025	61
Trip 3	5 Jan 2026	15 Feb 2026	42
Total			194

The director in this table spends 194 days in India and meets the 182 day test with 12 days to spare.

How does the rule apply to a newly incorporated company?

For a newly incorporated company, the proviso to section 149(3) applies the requirement proportionately at the end of its first financial year. A company incorporated on 1 Oct 2025 has 182 days left in that year. Its resident director needs about 91 days in India by 31 Mar 2026.

The Act gives no formula. Our reading is the plain one: days in the first financial year, divided by 365, multiplied by 182, rounded up to the next whole day. The MCA has not prescribed a different method.

Date of incorporation	Days in first financial year (to 31 Mar 2026)	Proportionate requirement (days, rounded up)
1 Apr 2025	365	182
15 May 2025	321	161
1 Jul 2025	274	137
1 Oct 2025	182	91
1 Dec 2025	121	61
31 Dec 2025	91	46

Under section 2(41), a company incorporated on or after 1 January has a first financial year ending on 31 March of the next year. A company incorporated on 15 Jan 2026 therefore has a first year of 441 days, to 31 Mar 2027. Straight proration gives about 220 days. The Act does not say whether "proportionately" can push the figure above 182. We plan for at least 182 days in that case and keep the resident director in India for most of the period.

The cleanest approach is to put the resident director on the first board. SPICe+ Part B asks for each proposed director's details, including residential status, and can allot DINs to up to three proposed directors. Our SPICe+ guide walks through the form. Appointing the resident director later is allowed. It adds a Form DIR-12 filing and leaves a period with no resident director on the board.

Who can be the resident director?

Any individual director who meets the stay test can be the resident director. That can be an Indian citizen living in India or a foreign national working in India. It can also be an OCI cardholder living in India, or a returning non resident Indian who spends the required days here. Presence decides it, not the passport.

The person must first qualify as a director at all. Every director needs a Director Identification Number (DIN) under section 152(3). The person must not be disqualified under section 164. The person must stay within the limit of 20 directorships, of which no more than 10 can be public companies, under section 165.

A foreign national who will live in India for most of the year needs a visa that allows the stay and the work. A business visa is meant for business visits, so we do not plan a 182 day stay around one. Our guides on the employment visa and the business visa set out the current conditions.

An OCI cardholder can act as a director and can live in India without a separate visa. Our note on OCI cardholders as directors and investors covers the FEMA position. A non resident Indian moving back to India meets the test once the days add up, whatever that person's FEMA or tax status is.

How do foreign groups meet the resident director requirement?

Foreign groups use three main routes. They appoint a senior Indian employee, usually the country manager, to the board. They relocate a parent company executive to India as a nominee director. Or they appoint an independent professional director for a fee. Some groups use an Indian co founder or joint venture partner instead.

Route	Who usually fills the seat	Liability position	Practical points	Main risk
Employee director	Country manager or finance head on the Indian payroll	Full officer in default if designated whole time director (section 2(60)(i))	Board role sits beside an employment contract	Employee leaves and the seat empties the same day
Relocated nominee director	Parent company executive on assignment in India	Depends on designation; non executive status brings section 149(12) protection	Needs an employment visa and an Indian tax plan	Assignment or visa ends early
Professional director	Indian professional paid a fee	Non executive; liable for defaults within that director's knowledge (section 149(12))	Needs a clear scope, information rights and an indemnity	Director resigns over poor information flow
Local co founder or partner	Indian shareholder or joint venture partner	Depends on role and shareholding	Aligned interests; governed by the shareholders' agreement	Dispute between shareholders

Employee director

Most subsidiaries with a team in India appoint the country manager or head of finance. That person is already in India, already knows the business and already signs local documents. The cost is low because the person is on payroll.

The designation matters. A director designated as whole time director becomes key managerial personnel (KMP) under section 2(51). A whole time director is always an officer in default under section 2(60)(i). Every other KMP is one under section 2(60)(ii). Many groups appoint the country manager as an ordinary director without the whole time director designation. That keeps the board role separate from the employment contract.

Relocated nominee director

A parent executive who moves to India can fill the seat. The Explanation to section 149(6) defines a nominee director as a director appointed by any person to represent its interests. A parent's representative fits that description.

A nominee director still owes duties to the Indian company under section 166, not to the parent. The director must act in good faith in the best interests of the company, its employees, its shareholders and the community. A relocated executive who also works for the parent from India can create a permanent establishment risk for the parent. Our page on permanent establishment risk explains how to keep the two roles apart.

Professional resident director

Some groups with no staff in India yet appoint an Indian professional as a non executive director for a fee. This works for a new subsidiary that has not hired. It needs a written engagement that covers the scope, the fee, the information the director will receive and how the director can exit.

We ask the parent for an indemnity and, where the budget allows, directors and officers insurance. A professional director who signs filings without seeing the books carries risk. The engagement should give that director monthly access to the bank statements, the compliance calendar and the board papers.

What does a resident director need before appointment?

A resident director needs a digital signature certificate and a DIN. The person signs a consent in Form DIR-2 and a declaration in Form DIR-8. The company passes the appointment resolution and files Form DIR-12 within 30 days under section 170(2). The director then discloses interests in Form MBP-1 at the first board meeting.

Step or form	Purpose	Signed or filed by	When
Digital signature certificate (DSC)	Signs MCA filings	The director	Before the DIN application
DIN through SPICe+ Part B or Form DIR-3	Allots the Director Identification Number	The applicant, verified by the company	Before appointment
Form DIR-2	Consent to act as director (section 152(5))	The appointee	Before appointment; filed with Form DIR-12
Form DIR-8	Declaration that section 164 does not disqualify the person	The appointee	Before appointment
Board or members' resolution	Appoints the director (section 161(1) or section 152(2))	The company	On the appointment date
Form DIR-12	Reports the appointment to the Registrar	The company	Within 30 days (section 170(2))
Form MBP-1	Discloses the director's interests (section 184(1))	The director	First board meeting attended, then the first meeting of each financial year
Director KYC	Keeps the DIN active	The director	Once every three years from 31 Mar 2026 (G.S.R. 943(E))

An existing company usually appoints the resident director as an additional director under section 161(1), if its articles allow it. An additional director holds office only until the next annual general meeting, or the last date on which it should have been held. The members then regularise the appointment at that meeting. Our director change service page lists the documents we collect.

Foreign directors on the same board need the same DIN and KYC steps. Our page on the DIN for foreign directors covers apostille and passport rules.

Is a nominee or resident director personally liable?

Yes, within limits. Section 2(60) makes whole time directors and KMP officers who are in default for most breaches. Section 149(12) protects a non executive director who is not a promoter or KMP. That director is liable only for acts known through board processes, done with consent or connivance, or where the director was not diligent.

Section 2(60)(iii) adds a point that catches many subsidiaries. Where the company has no KMP, the officers in default are the directors the board specifies, with their written consent. If the board specifies no one, every director is an officer in default. A small subsidiary with no company secretary and no whole time director often falls into this clause.

Section 2(60)(vi) also covers a director who knew of a breach from board papers or a meeting and did not object. Section 2(60)(iv) covers a person charged with keeping or filing records who allows a default. The resident director usually signs the local filings, so this clause often applies to that person.

Type of director	Officer in default?	Main protection	Personal risk we watch
Whole time director	Yes, always (section 2(60)(i))	None beyond diligence	Every company default
Non executive nominee of the parent	Only for defaults within the director's knowledge (section 149(12))	Objecting in the minutes; written information requests	Defaults the director was told about and did not challenge
Professional non executive director	Same as above, unless specified under section 2(60)(iii)	Engagement terms, indemnity, insurance	Being the director who signs every filing
Director specified by the board under section 2(60)(iii)	Yes, for the matters specified	Written consent defines the scope	Penalties for filing defaults

The largest personal risk is disqualification. Section 164(2)(a) applies when a company fails to file financial statements or annual returns for three continuous financial years. Its directors then cannot join that company or any other company for five years. The director also vacates other directorships under the proviso to section 167(1)(a). A dormant subsidiary that the parent forgets about can end a resident director's board career elsewhere.

For a recent ROC penalty and Delhi High Court stay involving group CEOs, read our guide to the significant beneficial owner case on LinkedIn India.

What happens if the resident director resigns?

A resignation takes effect when the company receives the notice, or on a later date the director names, under section 168(2). The company must file Form DIR-12 within 30 days. If no other director meets the 182 day test, the company falls short of section 149(3). The section 172 penalty then starts to run.

Section 168(2) also says a director who resigns stays liable for offences that occurred during that director's tenure. A resigning resident director therefore has a reason to ask for filings to be brought up to date before leaving.

The fix is sequencing. Appoint the replacement first. Then accept the resignation with an effective date after the new director joins. A resignation letter can name a future date, which gives the board time to find and appoint someone.

The test speaks of the financial year, and the Act is silent on a director who leaves mid year after spending 182 days in India. We treat the requirement as continuous. A company should not have a single day without a director who lives in India. This is the conservative reading, and it is the one we recommend to every client.

Two other events empty the seat without a resignation. Section 167(1)(h) applies to a director appointed because of a job in the holding, subsidiary or associate company. The office falls vacant once that job ends. Section 167(1)(b) vacates the office of a director absent from every board meeting held over 12 months. Our article on removing or replacing a director covers both.

What is the penalty for not having a resident director?

Section 149 has no penalty of its own, so section 172 applies to the breach. The company and each officer in default face INR 50,000, plus INR 500 for each day the failure continues. The cap is INR 3,00,000 for the company and INR 1,00,000 for each officer. The Registrar decides the penalty under section 454.

Section 446B halves penalties for small companies, one person companies and start ups. The penalty is then at most half the section 172 amount. The overall cap is INR 2,00,000 for the company and INR 1,00,000 for an officer. A subsidiary of a foreign company cannot use the small company route. Section 2(85) excludes every holding and subsidiary company from the definition of a small company.

A company can appeal against an adjudication order to the Regional Director under section 454(5). Section 454(6) allows 60 days from receipt of the order. Section 454(8) applies if the company does not comply with the order within 90 days. The company then faces a fine of INR 25,000 to INR 5,00,000. The officer faces up to six months' imprisonment, a fine of INR 25,000 to INR 1,00,000, or both.

The penalty is not the only cost. A Registrar who notices the gap often asks about other filings at the same time. We see the resident director issue surface during a change of directors or a strike off application, when the company least wants delay.

Does the resident director have to attend board meetings in person?

No. Section 173(2) lets any director attend a board meeting by video conference, and those directors count for quorum under section 174. The resident director has no special attendance duty. In practice the resident director often hosts the meeting at the Indian venue, because the venue for a video conference meeting must be in India.

The resident director usually signs most local documents too. Banks, GST officers and landlords want a director they can meet. That is a practical reason, not a legal one. Our article on board meetings with non resident directors explains the video conference rules.

How is the Companies Act 182 day test different from the income tax and FEMA tests?

India uses three different 182 day tests. Section 149(3) counts a director's days in India during the company's financial year. FEMA section 2(v) counts more than 182 days in the preceding financial year, plus the purpose of the stay. The income tax test counts days in the tax year. One person can pass one test and fail another.

Law	What it tests	Period	Number of days	What follows
Companies Act, 2013, section 149(3)	Whether the board has a director who stays in India	Current financial year (April to March)	Not less than 182 days	The company complies with board composition rules
FEMA, 1999, section 2(v)	Whether a person is resident in India for exchange control	Preceding financial year, plus purpose of stay	More than 182 days	The person's investments and accounts follow resident rules
Income Tax Act, 2025	Whether an individual is resident for tax	Tax year	182 days or more under the basic test, with other tests too	Global income may become taxable in India

An expatriate who spends 182 days in India to sit on the board will usually also become resident for Indian income tax. That can bring the person's worldwide income into Indian tax, subject to the treaty with the home country. Plan the tax position when you plan the assignment. Our article on tax residency for foreign employees covers that test.

What changed in 2026?

Section 149(3) itself did not change in 2026. The changes that matter for a resident director concern the DIN and director KYC. A pending bill also proposes stricter rules on keeping a DIN active through a director's tenure.

Change	Old position	New position	Date	Instrument
Period for the stay test	Previous calendar year	During the financial year, proportionate for a new company	7 May 2018	Companies (Amendment) Act, 2017, section 46; S.O. 1833(E)
Director KYC frequency	Annual KYC for every DIN holder	KYC intimation once every three years; next due by 30 Jun 2028 for directors already compliant	Notified 31 Dec 2025; effective 31 Mar 2026	G.S.R. 943(E) (PIB release, 1 Jan 2026)
Director KYC fees	Late fee charged on reactivation	Nil on time; INR 5,000 if late or for reactivation; INR 500 for each change filing	21 Apr 2026	G.S.R. 300(E)
DIN active through tenure (proposed)	No express rule	A director cannot be appointed or continue to function while the DIN is deactivated or cancelled; a cancelled DIN vacates the office; new penalties where a director's DIN is deactivated or cancelled	Introduced 23 Mar 2026; pending	Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026), clauses 50, 51 and 57

The PIB release of 1 Jan 2026 explains the move to three yearly KYC. The Corporate Laws (Amendment) Bill, 2026 was introduced in the Lok Sabha on 23 Mar 2026 and referred to a Joint Committee. It was not law on 23 Oct 2026. Its clause 49 amends section 149 on independent directors and leaves subsection (3) as it is.

Worked example

A new subsidiary and the first year share

A UK company incorporates an Indian subsidiary on 1 Oct 2025. The first financial year ends on 31 Mar 2026 and has 182 days.

1. Proportionate requirement: 182 days in the year, divided by 365, multiplied by 182, equals 90.75 days.
2. Rounded up, the resident director needs 91 days in India by 31 Mar 2026.
3. The parent relocates its operations lead on an employment visa. She arrives on 1 Dec 2025 and stays to 31 Mar 2026.
4. Her days in India are 31 in December, 31 in January, 28 in February and 31 in March, a total of 121 days.
5. She meets the first year share with 30 days to spare.

From 1 Apr 2026 the full 182 day test applies for FY 2026-27. Her assignment plan must keep her in India for at least 182 days in that year.

A gap and the section 172 penalty

A US company's Indian subsidiary loses its only resident director when he resigns with effect from 1 Jun 2024. The board appoints a new resident director on 28 Mar 2025. The company had no resident director for 300 days, from 1 Jun 2024 to 27 Mar 2025. The two remaining directors live in the US, and the company has no KMP, so both are officers in default under section 2(60)(iii).

Person	Base penalty (INR)	Daily penalty, 300 days at INR 500 (INR)	Total before cap (INR)	Cap (INR)	Penalty (INR)
Company	50,000	1,50,000	2,00,000	3,00,000	2,00,000
US director 1	50,000	1,50,000	2,00,000	1,00,000	1,00,000
US director 2	50,000	1,50,000	2,00,000	1,00,000	1,00,000
Total exposure					4,00,000

The figures assume the Registrar counts every day without a resident director, which is the conservative reading. Neither the Act nor the rules fix a counting method for this breach. A subsidiary is not a small company, so section 446B does not halve the amounts.

Section 149(3) tests the total stay during the financial year. A company can therefore argue that it breaches the rule only if no director reaches 182 days in India by 31 March. That argument helps where the new director already lived in India for most of the year. The adjudicating officer decides the count under section 454. Read the officer's notice closely and answer the count in your reply.

The cost of filling the seat for those 300 days would have been lower than INR 4,00,000 for most groups.

Common mistakes

1. Using the old "previous calendar year" test. Fix: count the director's days in India during the current financial year, from 1 April to 31 March.
2. Treating an Indian citizen who lives abroad as resident because of the passport. Fix: count the person's days in India, whatever the nationality.
3. Planning a 182 day stay on a business visa. Fix: check the visa conditions first and use an employment visa for a director who will live in India.
4. Accepting the resident director's resignation before a replacement joins. Fix: appoint the new director first and give the resignation an effective date after that appointment.
5. Appointing a parent employee as director "by virtue of employment" with no exit plan. Fix: plan the succession, because section 167(1)(h) vacates the office the day the employment ends.
6. Missing Form DIR-12 within 30 days. Fix: file Form DIR-12 within the 30 days under section 170(2), with Form DIR-2 attached.
7. Letting every director become an officer in default by silence. Fix: decide under section 2(60)(iii) which director the board specifies, and record that director's written consent.
8. Keeping no record of days. Fix: keep a travel log with passport stamp copies and review it every quarter.
9. Ignoring the income tax effect of the stay. Fix: plan the expatriate's tax residence and treaty position before the assignment starts.
10. Forgetting director KYC on a dormant DIN. Fix: diarise the three yearly KYC, next due by 30 Jun 2028 for directors already compliant.

Checklist

1. Identify the person who will be the resident director and confirm the planned days in India for the financial year.
2. Calculate the proportionate requirement if the company is in its first financial year.
3. Check that section 164 does not disqualify the person and that section 165 leaves room for another directorship.
4. Confirm that the person's visa allows a stay and work in India, if the person is a foreign national.
5. Obtain the person's digital signature certificate and DIN.
6. Collect the signed Form DIR-2 consent and Form DIR-8 declaration.
7. Pass the board resolution under section 161(1), or the members' resolution under section 152(2).
8. File Form DIR-12 with the Registrar within 30 days of the appointment.
9. Record the director's Form MBP-1 disclosure at the first board meeting the director attends.
10. Update the register of directors and KMP.
11. Start a travel log for the director and review it every quarter.
12. Agree in writing who will replace the resident director if that director leaves.
13. Regularise an additional director's appointment at the next annual general meeting.

If you need a resident director plan for a new subsidiary, write to us with the incorporation date and the board you have in mind.

Frequently Asked Questions

Is a resident director mandatory for every company in India?+

Yes. Section 149(3) of the Companies Act, 2013 applies to every company. That includes private, public and one person companies, and wholly owned subsidiaries of foreign companies. Each must have at least one director who stays in India for a total of 182 days or more during the financial year. A newly incorporated company meets a proportionate share of that figure in its first financial year.

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

No. Section 149(3) tests physical stay in India, not citizenship. A foreign national who lives and works in India can be the resident director. That person must spend 182 days or more in India in the financial year. An Indian citizen who lives abroad does not qualify unless that person spends the required days in India.

Is the 182 day test based on the previous calendar year?+

No, not since 7 May 2018. Section 46 of the Companies (Amendment) Act, 2017 changed section 149(3) to count days during the financial year, from 1 April to 31 March. Notification S.O. 1833(E) brought the change into force on 7 May 2018. Websites that still mention the previous calendar year quote the old text.

How many days does a resident director need in a company's first year?+

The proviso to section 149(3) applies the requirement proportionately at the end of the first financial year. Our reading is days in the first year, divided by 365, multiplied by 182, rounded up. A company incorporated on 1 Oct 2025 has 182 days to 31 Mar 2026, so its resident director needs about 91 days in India.

Can an OCI cardholder or an NRI be the resident director?+

Yes, if that person spends 182 days or more in India during the financial year. Section 149(3) does not look at citizenship or FEMA status. An OCI cardholder can live in India without a separate visa, which makes the stay easier. A non resident Indian who returns to India qualifies once the days add up.

Can a foreign parent nominate its own executive as the resident director?+

Yes. The parent can appoint its executive as a nominee director, as defined in the Explanation to section 149(6). The executive must stay in India for 182 days in the financial year and needs a visa that allows that stay and the work. The executive owes duties to the Indian company under section 166, not to the parent.

What forms are needed to appoint a resident director?+

The person needs a digital signature certificate and a DIN, and signs Form DIR-2 (consent) and Form DIR-8 (no disqualification). The company passes a board or members' resolution and files Form DIR-12 within 30 days under section 170(2). The director then discloses interests in Form MBP-1 at the first board meeting.

Is a professional resident director liable for the company's defaults?+

Section 149(12) protects a professional non executive director who is not a promoter or KMP. That director is liable only for acts known through board processes, done with consent or connivance, or done without due diligence. If the board specifies that director under section 2(60)(iii), the director is also an officer in default for the specified matters.

What happens if the only resident director resigns?+

Under section 168(2), the resignation takes effect on receipt or on a later date named in the letter. The company files Form DIR-12 within 30 days. The company then has no director meeting section 149(3) until it appoints one. Appoint the replacement first and set the resignation's effective date after that appointment.

What is the penalty for not having a resident director?+

Section 172 applies because section 149 has no penalty of its own. The company and each officer in default pay 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. The Registrar adjudicates the penalty under section 454.

Can a subsidiary get the reduced penalty for small companies?+

No. Section 446B halves penalties for small companies, one person companies and start ups. Section 2(85) excludes holding and subsidiary companies from the definition of a small company. A wholly owned subsidiary of a foreign company therefore pays the full section 172 penalty, unless it qualifies under the start up limb.

Does the resident director need to sign MCA filings?+

No. The Companies Act, 2013 does not reserve any filing for the resident director. Any director with a digital signature certificate can sign the forms that a director may sign. In practice the resident director signs many local documents, such as bank and GST papers, because that director is in India and can meet officials.

Must the resident director attend board meetings in India?+

No. Section 173(2) allows any director to join a board meeting by video conference, and those directors count for quorum under section 174. Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires the venue of a video conference meeting to be in India. The resident director often hosts the meeting at that venue.

Does the director KYC change in 2026 affect the resident director?+

Yes. G.S.R. 943(E) was notified on 31 Dec 2025 and took effect on 31 Mar 2026. It moved director KYC from an annual filing to an intimation once every three years. Directors who had completed KYC file next by 30 Jun 2028. A missed KYC can deactivate the DIN, and reactivation costs INR 5,000 under G.S.R. 300(E).

Does staying 182 days in India make a director tax resident?+

Usually, yes. Under the basic test in the Income Tax Act, 2025, an individual in India for 182 days or more in the tax year is resident. That can bring worldwide income into Indian tax, subject to the treaty with the home country. Plan the tax position before an expatriate takes the resident director seat.

Can a company have more than one resident director?+

Yes. Section 149(3) sets a minimum of one director who meets the stay test. Nothing stops a company from having two or more. We recommend a second India based director where the only resident director travels often or is on a fixed term assignment. A single exit then does not empty the seat.

Sources

• Companies Act, 2013, section 149, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-149-79
• Companies Act, 2013, section 2 (definitions, including clauses (41), (51), (60) and (85)), as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-2-148
• Companies Act, 2013, section 167, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-167-77
• Companies Act, 2013, section 168, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-168-77
• Legislative Department, India Code, Companies Act, 2013 (sections 152, 161, 164, 165, 170, 172, 446B, 454), https://www.indiacode.nic.in/handle/123456789/2114
• Ministry of Corporate Affairs, notification S.O. 1833(E) bringing section 46 of the Companies (Amendment) Act, 2017 into force, 7 May 2018, Gazette of India listing, https://egazette.gov.in
• Press Information Bureau, MCA replaces annual KYC requirements with abridged KYC once in three years (G.S.R. 943(E) of 31 Dec 2025), 1 Jan 2026, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2210552&reg=3&lang=1
• Press Information Bureau, Year end review 2025: Ministry of Corporate Affairs, Dec 2025, https://www.pib.gov.in/PressReleseDetailm.aspx?PRID=2210429&reg=3&lang=1
• Ministry of Corporate Affairs, G.S.R. 300(E) (director KYC fees), 21 Apr 2026, Gazette of India listing, https://egazette.gov.in
• Lok Sabha, The Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026), introduced 23 Mar 2026, https://sansad.in/ls/legislation/bills