# Company Registration for NRIs & Foreign Nationals

> NRIs, OCIs and foreign nationals can own and direct an Indian private limited company. Foreign directors get a DIN using an apostilled passport and address proof, and at least one director must have stayed in India for 182 days or more in the financial year. If NRIs invest on a repatriation basis or foreigners invest, the allotment is FDI and must be reported in FC-GPR; NRI investment on a non-repatriation basis is treated like domestic investment.

Practice: Business Setup & Entity Registration — https://www.industax.com/services/business-setup/

For an NRI the key question is how the money comes in. Investment from an NRE account or from abroad is on a repatriation basis and counts as FDI, with FC-GPR reporting and sectoral caps; investment from an NRO account on a non-repatriation basis under Schedule IV of the Non-Debt Instruments Rules is treated as domestic. The choice affects whether profits and capital can be taken out freely later.

Since 2021, NRIs can also form a One Person Company, and the residency requirement for an OPC's sole member was reduced to 120 days. We handle overseas KYC (apostille or consular attestation depending on the country), DSCs for directors abroad, and the resident-director requirement.

## Key facts

| Item | Detail |
| --- | --- |
| Ownership | 100% under the automatic route in most sectors |
| Resident director | At least one director in India 182+ days in the financial year |
| NRI OPC | Allowed since 2021 |
| Repatriable investment | Reported in FC-GPR within 30 days |
| Non-repatriable (NRI) | Schedule IV — treated as domestic investment |

## Who needs this

- NRIs and OCIs starting a business in India
- Foreign entrepreneurs incorporating an Indian startup
- Families abroad setting up an Indian holding or operating company

## What's included

- Investment route advice (repatriable vs non-repatriable)
- DIN and DSC for directors abroad
- Apostille/consular attestation checklist
- Incorporation, bank account and FC-GPR

## Documents

- Passport and overseas address proof (apostilled or consularised)
- PAN (for NRIs) or passport-based identification
- Photographs and contact details
- Registered office proof in India

## Process

1. **Plan** — Route, shareholding and resident director decided.
2. **Incorporate** — KYC legalised, DIN obtained, SPICe+ filed.
3. **Fund** — Capital received through banking channels and reported.

## Also covers

- **NRI OPC registration** — Single-member companies for NRIs.
- **Foreign director DIN** — DIN allotment using passport KYC.

## FAQs

### Can an NRI be the only director of an Indian company?

A private company needs at least two directors, and one of them must have stayed in India for 182 days or more in the financial year. An NRI can be a director, but the company still needs a resident director.

### Does an OCI cardholder count as an NRI for investment?

For FEMA investment rules, OCI cardholders are treated on par with NRIs, so they can invest on both repatriation and non-repatriation basis on the same terms.

### Do documents signed abroad need an apostille?

Yes. KYC and other documents executed abroad must be apostilled in countries that are party to the Hague Convention, or attested by the Indian embassy or consulate otherwise. Self-attested copies are not accepted by the MCA for foreign directors.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Reserve Bank of India — FEMA notifications: https://www.rbi.org.in/Scripts/Fema.aspx

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Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.