Foreign national as first director: DIN and DSC steps

You are setting up a company in India. One of the people who will sit on the first board is not an Indian citizen. Maybe a co-founder abroad, an investor, or a family member. You want to know what that person needs before the incorporation form can go in.

Two things come up at once: a DIN and a DSC. This article explains both in plain words, what the Companies Act says about a foreign national on the board, and the order in which to do things.

The two terms, in plain words

A DIN is a Director Identification Number. It is a unique number given to an individual who is going to be a director. One person holds one DIN and uses it in every Indian company.

A DSC is a Digital Signature Certificate. It is the electronic signature used to sign forms filed on the MCA portal (the Ministry of Corporate Affairs website). Think of it as a signature that a filing portal can verify.

The DIN is who you are as a director. The DSC is how you sign what you file.

What the Act says about the DIN

Every individual intending to be appointed as a director of a company must apply to the Central Government for a DIN, in the form and manner and with the fee prescribed (s.153, Companies Act 2013). The Act does not carve out foreign nationals. If the person will be a director, the DIN requirement applies.

Four other rules from the same part of the Act matter for you:

• The Central Government must allot a DIN within one month of receiving the application (s.154, Companies Act 2013).
• A person who already has a DIN cannot apply for, obtain or hold a second one (s.155, Companies Act 2013). So if your foreign co-founder already had a DIN from an earlier Indian directorship, use that one.
• A director must tell the company the DIN within one month of receiving it (s.156, Companies Act 2013).
• The company must give the DIN of all its directors to the Registrar within fifteen days of receiving that intimation (s.157(1), Companies Act 2013).

If the company fails to do so, the penalty is ₹25,000 on the company, with a further ₹100 for each day after the first during which the failure continues, subject to a maximum of ₹1 lakh. Every officer of the company in default faces a penalty on the same scale (s.157(2), Companies Act 2013).

How the DIN application is made

The Act leaves the form, manner and fee to the rules, and those rules have been amended more than once. The Directors Rules were last amended before the 2025 KYC changes by a 2024 notification, and the current text of the DIN-application rules should be read off the MCA portal, not from an older copy of the 2014 Rules. For that reason this article does not give a form-by-form walk-through of the application, the attachments, the verifier or the fee. Check the current figures and document list on the portal, or ask your CA, before you file.

What the incorporation form itself shows can be stated. For a new company, the director particulars go in the SPICe+ incorporation form (INC-32). Its declaration covers "the proposed Directors whose particulars for allotment of DIN are filled". It confirms that they are not restrained, disqualified or removed from appointment as a director under the Companies Act (including sections 164 and 169), have not been declared proclaimed offenders by a court, and have not already been allotted a DIN under section 154 (Form INC-32, as notified under the Companies (Incorporation) Rules 2014).

In that form, a director is identified by a DIN, or by "Permanent Account Number / Passport Number (in case of foreign national)". A photograph is attached for each director. So a foreign national without a PAN can be entered with a passport number.

The DSC for a person who is abroad

Forms on the portal are signed with a DSC. The rules read for this article do not say how a person who lives outside India obtains one, what class of certificate is needed, or what it costs. Do not plan the timeline on a guess. Ask a licensed certifying authority and your CA early, because the DSC is often the step that holds up a foreign director.

Papers for a foreign national who signs the charter documents

If your foreign director is also a subscriber (a person who signs the memorandum and articles as a founding shareholder), the Incorporation Rules add formalities. For a foreign national residing outside India:

• Commonwealth country. The signatures, address and proof of identity on the memorandum and articles are notarised by a Notary Public in that part of the Commonwealth (rule 13(5)(a), Companies (Incorporation) Rules 2014).
• Hague Apostille Convention country. The same papers are notarised before a Notary Public of the country of origin and apostillised under the Convention (rule 13(5)(b), same Rules).
• Any other country. The papers are notarised before a Notary Public of that country, and the notary's certificate is authenticated by a diplomatic or consular officer as the rule describes (rule 13(5)(c), same Rules).
• Visiting India to incorporate. If the foreign national is in India and intends to incorporate, incorporation is allowed if the person has a valid Business Visa. A person of Indian origin or an Overseas Citizen of India does not need a Business Visa (rule 13(5)(d) and its Explanation, same Rules).

The incorporation papers also ask for a copy of the passport and proof of nationality where the subscriber is a foreign national. A director who is not a subscriber does not go through the notarisation steps in rule 13(5), because that rule speaks to subscribers. If your foreign co-founder will only be a director and not a shareholder, ask your CA to confirm which papers the portal will demand for that person.

Affidavit and consent

Each subscriber and each first director named in the articles gives an affidavit in Form INC-9 (rule 15, Companies (Incorporation) Rules 2014). Separately, a person appointed as a director gives the company written consent to act in Form DIR-2 on or before appointment, and the company files that consent with the Registrar in Form DIR-12 within thirty days of the appointment (rule 8, Companies (Appointment and Qualification of Directors) Rules 2014).

Signed originals may have to travel between countries. Build time for this into the plan.

The board rule that catches foreign-led companies

A private company needs at least two directors, and a One Person Company needs at least one (s.149(1)(a), Companies Act 2013). More important for you: every company must have at least one director who stays in India for a total period of not less than 182 days during the financial year. For a newly incorporated company, this applies proportionately at the end of the financial year in which it is incorporated (s.149(3), Companies Act 2013).

So a board made up entirely of people living abroad will have a problem. If your foreign national is the first director, pair that person with a director who will be in India for enough of the year. The test in the Act is days stayed in India during the financial year; it does not mention continuous days, and it does not say that the person must be an Indian citizen.

The sections of the Act read for this article contain no bar on a foreign national being a director. Other laws, such as foreign exchange rules on who may own shares and in which sectors, are outside this article. Have your CA check them before you fix the shareholding.

After the DIN: the KYC that follows

Foreign directors often change phone numbers or addresses abroad, and this is where DINs get switched off. Rule 12A, as substituted with effect from 31 March 2026, has two parts (Rule 12A, Companies (Appointment and Qualification of Directors) Rules 2014):

• Every individual who holds a DIN on 31 March of a financial year files KYC in Form DIR-3 KYC Web on or before 30 June of the immediately following every third consecutive financial year.
• Every DIN holder who changes a personal mobile number, email address or residential address files Form DIR-3 KYC Web within thirty days of the change.

The fee for the form is nil if filed within the time in rule 12A(1). It is ₹5,000 if filed after that time or to reactivate a DIN, and ₹500 for each filing made for a change of details under rule 12A(2) (Companies (Registration Offices and Fees) Amendment Rules 2026). The incorporation form's own check asks filers to confirm that no director is "De-activated due to non-filing of DIR-3 KYC", so a switched-off DIN can stall later filings.

Step by step

• Decide the board: at least two directors for a private company, one of whom meets the 182-day rule (s.149(1) and (3), Companies Act 2013).
• Ask whether the foreign national already has a DIN. If yes, use it (s.155, Companies Act 2013).
• Start the DSC for each director who must sign. Check with a certifying authority how a person abroad obtains one.
• Collect the passport, proof of nationality, address proof and a photograph, and confirm the current document list on the portal.
• If the foreign national is also a subscriber, get the memorandum and articles notarised, and apostillised where required (rule 13(5), Companies (Incorporation) Rules 2014).
• File SPICe+ (INC-32) with the director particulars; confirm on the portal whether a DIN must be applied for separately first.
• Collect INC-9 affidavits and DIR-2 consents (rule 15, Incorporation Rules 2014; rule 8, Appointment Rules 2014).
• Diarise the DIN intimation, the DIR-12 filing, the three-yearly KYC and the thirty-day change-of-details KYC.

What not to do

• Do not use a number that the system has not confirmed. Use only a DIN that the Central Government has actually allotted (s.154, Companies Act 2013), and never a second one (s.155, Companies Act 2013).
• Do not share a DSC. It is the person's own signature.
• Do not leave notarisation to the last week. Notarising and apostilling abroad can take longer than the portal steps.
• Do not skip the resident-director check. A board with nobody meeting the 182-day test is a problem for the financial year (s.149(3), Companies Act 2013).

What to do now

• Next step: find out whether your foreign national already holds a DIN (s.155, Companies Act 2013). If not, start the DSC and plan the DIN through SPICe+ (s.153, Companies Act 2013).
• Deadline: the Government allots a DIN within one month of the application (s.154, Companies Act 2013). After the director intimates the DIN, the company has fifteen days to inform the Registrar (s.157(1), Companies Act 2013). A DIN holder who changes mobile, email or address files KYC within thirty days (rule 12A(2), Appointment Rules 2014, as substituted).
• Consequence of missing it: a penalty of ₹25,000 on the company and on every officer in default, with ₹100 for each day after the first for continuing failure, capped at ₹1 lakh each (s.157(2), Companies Act 2013). A late KYC costs ₹5,000 (Companies (Registration Offices and Fees) Amendment Rules 2026).

Have a CA review your facts before you act or file.

FAQs

Can a foreign national be the first director of an Indian private company?
The Act asks every individual intending to be appointed as a director to hold a DIN (s.153, Companies Act 2013) and requires at least one director who stays in India for 182 days in the financial year (s.149(3), Companies Act 2013). The sections read for this article contain no bar on a foreign national being a director. The board must still meet the 182-day rule through someone.

Does the foreign director need a PAN?
The incorporation form accepts "Permanent Account Number / Passport Number (in case of foreign national)" for a director. Confirm the current requirement on the portal before filing.

How often must a director update the DIN record?
KYC in Form DIR-3 KYC Web is due by 30 June of the financial year following, in every third consecutive financial year, for anyone holding a DIN on 31 March. Changes to mobile number, email or residential address must be filed within thirty days (rule 12A, Appointment Rules 2014, as substituted).

Can a company have two foreign directors and no one in India?
No, not if it wants to meet s.149(3), Companies Act 2013. At least one director must have stayed in India for not less than 182 days during the financial year, with a proportionate test in the year of incorporation.

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See Also

• How to Register a Producer Company in India: Who Can Be Members, Objects and Registration
• How many shareholders and directors does a private company need?
• Registered office verification: what a new company must file within 30 days