CA for India Resident Director Nominee Service (Step-by-Step), Section 149(3) nominee director arrangement.

• Every Indian company (Pvt Ltd + Public Ltd) must have minimum directors (2 for Pvt Ltd; 3 for Public Ltd).
• At least ONE director must be resident of India - stayed in India 182+ days in preceding FY.
• Non-resident Indians (NRIs) with Indian passport but non-resident status: do NOT qualify.
• Foreign citizens who are tax-residents of India (182+ days physical): qualify.
• Non-compliance: Section 164 director disqualification risk + ROC filing blockage + Section 450 default penalty.

• Foreign parent incorporating Indian WOS: 2 foreign directors appointed; need 1 India-resident nominee.
• India-resident director resigns: company left without resident director; 30 days to appoint replacement.
• Expat executive relocates out of India: director who was India-resident loses that status after 180+ days abroad.
• Dormant Indian subsidiary: not actively operated but still needs 1 resident director for compliance.

1. Nominee Director Agreement: signed between foreign parent + BQP nominee partner. Defines scope + fee + indemnity.
2. Pre-signed resignation: nominee signs undated DIR-11 resignation form; held in escrow (can be used immediately if nominee needs to be replaced).
3. DIN application: nominee's Director Identification Number if not already (BQP partners have DIN).
4. DSC: Digital Signature Certificate for ROC filings.
5. Board resolution: company's board appoints nominee as director + specific disclosure of nominee relationship.
6. Form DIR-12: filed with ROC within 30 days of appointment.
7. Indemnity: foreign parent indemnifies nominee against claims arising from acts of other directors / company's operations. Standard legal protection.
8. D&O insurance (optional): foreign parent may purchase D&O insurance covering Indian subsidiary directors.

Nominee DOES:

• Named as director in Indian company's records (MCA / ROC filings).
• Holds valid DIN + DSC.
• Signs required ROC filings: AOC-4, MGT-7, DIR-12, PAS-3, MGT-14 as applicable.
• Attends board meetings (video / telephonic) when quorum needs resident director.
• Signs resolutions requiring resident director signature.
• Files annual DIR-3 KYC.
• Signs required bank KYC / banking documents.

Nominee does NOT:

• Participate in business operations / strategy / commercial decisions.
• Sign commercial contracts / customer agreements / vendor contracts.
• Represent the company publicly.
• Access operational funds / treasury / payroll.
• Make day-to-day business judgments.

Role is purely statutory governance - satisfying Section 149(3), not running the business.

1. Reasons for replacement: nominee's own change of circumstances; foreign parent prefers different nominee; appointment of new India-resident director from parent group.
2. Pre-signed resignation (DIR-11) activated - specific date entered.
3. Successor nominee's DIR-12 (within 30 days of appointment).
4. Section 164 disqualification check: successor must not be disqualified.
5. Bank KYC refresh: new signatory authorisation.
6. MCA records updated: company's director list updated.
7. Updated Nominee Director Agreement with new nominee.
8. Standard replacement timeline: 30-45 days end-to-end.

Last updated: 2026-10-23.