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Compliance Requirements for Foreign Shareholders & Directors in a Private Limited Company (India)

When a foreign shareholder or director is involved in a Private Limited Company in India, there are additional compliance and documentation requirements under Indian laws, especially relating to FEMA (Foreign Exchange Management Act), Companies Act, 2013, and taxation.

🧾 1. KYC & Documentation for Incorporation

For Foreign Director / Shareholder:

  • Passport (Notarized & Apostilled / Consularized) – Mandatory identity proof

  • Address Proof (Utility bill / Driving License / Bank Statement – Notarized & Apostilled)

  • Recent Passport-size Photograph

  • Email ID & Mobile Number

  • DIN – Director Identification Number (to be applied, if not already available)

  • Digital Signature Certificate (DSC) – To be obtained from Indian Certifying Authority

📌 All foreign documents must be notarized and apostilled (or consularized in case of non-Hague countries).

💼 2. FDI (Foreign Direct Investment) Compliance – FEMA Regulations

If a foreign shareholder is bringing capital into the Indian company, it must follow FEMA & RBI reporting norms:

ComplianceFormTimeline
FC-GPR filingForm FC-GPRWithin 30 days of share allotment
KYC of Foreign InvestorFIRC + KYCAlong with FC-GPR submission
Annual Return on Foreign Liabilities and Assets (FLA)FLA ReturnBy 15th July every year
✅ Investment must come through proper banking channels with FIRC (Foreign Inward Remittance Certificate) from the bank.

🏛️ 3. Director Residency Requirement

  • At least one director on the board must be a resident in India (staying ≥ 182 days in a financial year).

  • A foreign national can be appointed as a director, but cannot fulfil the resident director requirement unless they reside in India for the required duration.

📑 4. Income Tax Compliance

  • PAN is required for the foreign director/shareholder if they are earning income in India (e.g., salary, capital gains, dividends).

  • TDS rules apply on any payments made to foreign directors (salary, fees, etc.).

  • Withholding tax & DTAA benefits can be availed (if applicable) for dividend or royalty payments.

💳 5. Opening Bank Account

  • In case of foreign investment, an Indian bank account in the name of the company must be opened to receive the FDI.

  • FIRC is to be obtained for every foreign remittance.


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