FreeComplianceResident director requirement for Indian companies
Section 149(3) of the Companies Act requires every company to have at least one director who has stayed in India for a total of 182 days or more in the financial year. Foreign founders setting up an Indian subsidiary or startup must plan for this.
How residency is counted
- The test is physical stay in India for 182 days or more during the financial year (April to March), not citizenship.
- For a newly incorporated company, the requirement is applied proportionately to the period of the first financial year.
- An Indian citizen living abroad may not meet the test; a foreign national living in India can.
Options for foreign founders
- Appoint a trusted India-based co-founder or senior employee as a director.
- Appoint a professional resident director, with clear contractual limits on their role and liability.
- Relocate a founder to India for the required period.
If the company falls short, it is a default under Section 149, and it should appoint a resident director promptly.
Frequently asked questions
This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.
- How to appoint a new director in a private limited company
Appointing an additional director under Section 161, regularising at the AGM, DIN, DIR-2, DIR-12 filing and timelines.
- Company registration in India for NRIs and foreign nationals
How NRIs and foreign nationals can register a private limited company in India: resident director, documents, FDI rules and FC-GPR.
- How to register a private limited company in India: the complete process
Step-by-step guide to registering a private limited company in India through SPICe+: eligibility, documents, forms, timelines and costs.