incorporation of company

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Babaljit Singh (Querist)
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26 January 2011 i need to get a company (pvt ltd) incorporated in india with 2 directors out of which one is foreign national, i hv uploaded his DIN, now who will certify his DIN documents, and then how much shares can he subscribe at the time of incorporation..do we need to get any approval from any govt agency for allotment of shares to foriegn director.
what all documents do we need to submit with foreign directors DIN.

CS Taher

CS Taher (Expert)
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26 January 2011 please go through the below link...

https://www.caclubindia.com/experts/din-1-foreign-nationals--121446.asp

Aashok Kumar Sharma online

Aashok Kumar Sharma online

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31 July 2024 To incorporate a private limited company in India with a foreign national as one of the directors, you need to follow certain procedures and requirements. Here’s a step-by-step guide addressing your queries:

### **1. Certification of DIN Documents**

For the foreign national director, the DIN (Director Identification Number) documents need to be certified by a recognized authority. The acceptable certifications include:

- **Notary Public:** The documents should be notarized in the country where the foreign director resides.
- **Indian Embassy or Consulate:** The documents can also be certified by the Indian Embassy or Consulate in the foreign director’s country.

### **2. Shares Subscription by Foreign Director**

The foreign national can subscribe to shares at the time of incorporation. There is no specific limit on the number of shares that can be subscribed to by a foreign director; it depends on the company’s capital structure and the arrangement agreed upon. However, the foreign shareholding must comply with the Foreign Direct Investment (FDI) policy of India.

### **3. Government Approval for Allotment of Shares**

For a foreign national to subscribe to shares:

- **Foreign Investment Approval:** You need to ensure that the subscription complies with the Foreign Direct Investment (FDI) policy as outlined by the Reserve Bank of India (RBI) and the Department for Promotion of Industry and Internal Trade (DPIIT). Generally, no prior approval is needed if the investment is in line with the automatic route provisions under FDI policy. However, if it falls under the Government Approval route, you will need to obtain approval from the Foreign Investment Promotion Board (FIPB), which has now been replaced by DPIIT.

### **4. Documents Required for Foreign Director's DIN**

For a foreign director to obtain a DIN, the following documents are generally required:

- **Proof of Identity:** Passport (for foreign nationals)
- **Proof of Address:** Utility bill or bank statement, not older than 2 months, showing the foreign director’s address
- **Photograph:** Recent passport-sized photograph
- **No Objection Certificate (NOC):** If the foreign director is not a resident of India, a NOC from the relevant authority in their home country may be required

### **5. Additional Steps**

- **KYC Compliance:** Ensure that the foreign director complies with KYC (Know Your Customer) norms as required by the Companies Act, 2013.
- **Filing Forms:** After obtaining the DIN, file the necessary incorporation forms with the Registrar of Companies (RoC), including the SPICe+ form, which is used for company incorporation and related services.

### **Summary**

1. **Certify DIN Documents:** By a notary public or Indian embassy.
2. **Shares Subscription:** No specific limit; must comply with FDI policy.
3. **Government Approval:** Check if it falls under the automatic route; otherwise, seek approval from DPIIT.
4. **Documents for DIN:** Passport, proof of address, photograph, and potentially a NOC.

Ensure that all documents are correctly prepared and certified to avoid delays in the incorporation process. Consulting with a professional or company secretary experienced in dealing with foreign directors can also help streamline the process.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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