Navneet
Asked July 28, 2013

Foreign National as Director of an Indian Company

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What are the procedural requirements in order for a foreign national director to become a Director on the board of Directors of an Indian private limited company? Is it the same as for an Indian director?

Answer 1

Chapter XI of the Companies Act, 2013 (hereafter referred as “The Act”) talks about the appointment and qualification of directors.

Section 149(1) of the Act says every company shall have board of directors and such ‘directors’ shall only be ‘individuals’. Minimum requirement of directors in a ‘Private Limited Company’ is of two directors. The maximum being 15 directors (However, such limit can be exceeded by passing a special resolution )

The Act does not specifically talk about the appointment of foreign nationals as Directors of Indian Private Limited Company except in section 149(3) which states that –

 “Every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year”.

Therefore, the Act only states that atleast one director should have stayed in India for a minimum period of 182 days in the previous calender year (However, such stay may not be continuous) The above provision is clear that there is no distinct procedure for appointment of foreign nationals as directors of a private limited company from the Indian Residents.

 

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