NRI or Foreign Director in an Indian Company: Rules
Publishing Date: 7 November, 2026
Yes. An NRI or foreign national can be a director and shareholder of an Indian private company. However, at least one director must have stayed in India for 182 days or more in the financial year. Foreign documents usually need notarisation or apostille, and foreign investment brings FEMA filings.
Indian law does not require all directors to be Indian. The main limit is the resident director rule in section 149(3) of the Companies Act, 2013.
Director vs shareholder
| Role | Key rule |
|---|---|
| Director | Needs a DIN and DSC. At least one director on the board must meet the 182-day rule. |
| Shareholder | Foreign investment must follow FDI sector rules, pricing rules and reporting rules. |
| Authorised signatory | Can be a local person for bank and tax matters, if the board so decides. |
Documents commonly needed
- Foreign national: passport, plus overseas address proof, notarised or apostilled as required.
- NRI with Indian PAN: PAN, passport and overseas address proof.
- Recent photographs, and a digital signature issued after video verification.
Documents signed abroad may need apostille, or attestation by an Indian mission, depending on the country. Plan extra time for this.
FEMA filings if a foreign person invests
- Money should come through normal banking channels, and the bank issues the remittance documents.
- The company reports the share issue in Form FC-GPR within 30 days of allotment.
- Some sectors have caps or need government approval, so check before you incorporate.
Citizens of land-border countries
Investors from countries that share a land border with India need government approval for FDI, and security clearance rules can apply to directors. Check this before filing.
Setting up from abroad? Our private limited company registration team can run the process online.
Frequently Asked Questions
Q1. Can all directors live outside India?
No. At least one director must have stayed in India for 182 days or more during the financial year.
Q2. Can a foreigner own 100% of an Indian company?
In sectors under the 100% automatic route, yes, subject to FDI conditions. A private company still needs at least two shareholders.
Q3. Does a foreign director need a PAN?
A foreign national without a PAN generally applies using a passport. An Indian citizen with a PAN must use it.
Q4. Can an NRI invest on a non-repatriation basis?
Yes, subject to FEMA rules. This treatment differs from normal FDI, so take advice for your specific case.
Related guides
Mukul Tomar writes Vaidam Consultancy’s guides on company registration, GST, income tax and ROC compliance. An experienced blog writer on Indian tax and business law, his articles have also been published on TaxGuru. He turns complex rules into clear, practical steps that business owners can act on.
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