You have probably been told you need an independent director. You almost certainly do not.

No. A private limited company is completely exempt from the independent director requirement, and from the woman director requirement as well. The obligation applies to listed public companies, which must have at least a third of the board independent, and to unlisted public companies above certain thresholds. If you have been quoted a fee to supply an independent director for a private subsidiary, ask which provision they say applies — there is not one.

Every listed public company needs them, at a third of the board. An unlisted public company needs at least two once it has paid-up share capital of ₹10 crore or more, turnover of ₹100 crore or more, or aggregate outstanding loans, debentures and deposits of more than ₹50 crore. Even then there are carve-outs, and they matter here: a joint venture, a wholly owned subsidiary and a dormant company are all exempt despite crossing those thresholds. A foreign parent's wholly owned Indian subsidiary therefore almost never needs one, whatever its size.

They are unrelated and people merge them constantly. A resident director is about presence: every Indian company must have at least one director who stayed in India for 182 days or more during the financial year. It says nothing about independence, the person can hold shares, be an employee, be your own group's person, and can be a foreign national who simply lives in India. An independent director is about independence: no material pecuniary relationship with the company, not a promoter or related to one, and appointed only where the law requires it. The mandatory one is the resident director.

No — close to the opposite. A nominee director is appointed to represent somebody: an investor, a lender, a joint venture partner or a group company. By definition they are not independent of the person who nominated them. "Nominee director" is not a statutory qualification with its own eligibility rules; it is a description of why the person is there. What is easy to lose sight of is that they are a full director with the full statutory duties and personal liability, and those duties are owed to the company, not to whoever nominated them.

Only if it is a listed company, or a public company with paid-up share capital of ₹100 crore or more or turnover of ₹300 crore or more. Private companies are exempt. It is a separate requirement from the independent director one and is sometimes quoted alongside it as though the two go together.

Yes. There is no citizenship requirement to be a director, or to be the managing director, and you can hold the role while living abroad. What you need is a Director Identification Number, obtained on DIR-3 with your passport and address proof notarised and then apostilled where your country is party to the Hague Convention, or consularised through an Indian mission where it is not. A Class 3 digital signature follows, from an Indian certifying authority, and it then has to be registered against your role on the MCA portal before it will sign anything. Being a director does not by itself give you any right to enter or work in India — that is a visa matter for an immigration specialist.

Only with security clearance from the Ministry of Home Affairs, obtained first. Since the rules were amended with effect from 1 June 2022, an applicant who is a national of a country sharing a land border with India cannot obtain a DIN unless the clearance is attached to the application — the system will not even generate an application number without it. This is a separate rule from the one governing foreign investment, and the two are regularly confused: the investment rule was relaxed in 2026, this one was not. It applies to the individual becoming a director whether or not any money is being invested.

Register in the independent directors databank maintained by the Indian Institute of Corporate Affairs and pass the online proficiency self-assessment test, unless they fall within the experience-based exemption. A term runs up to five consecutive years, renewable once by special resolution. They cannot be granted stock options, though sitting fees and a profit-related commission are permitted. There is no citizenship bar, so a foreign national can serve — but note that an independent director cannot double as your resident director unless they genuinely meet the 182-day test.

A private limited company needs a minimum of two directors and a public company three, with at least one resident in India in either case. Going the other way, an individual may hold up to twenty directorships, of which no more than ten may be in public companies. The practical constraint for a foreign group is rarely the maximum — it is finding a second director and a genuine resident one.

DIR-12 within 30 days of the appointment, with the director's written consent in DIR-2, the board or shareholder resolution, and identity and address proof. The articles must permit the appointment, and an appointment as managing or whole-time director may need shareholder approval. On a resignation, DIR-12 again within 30 days, and the outgoing director may also file DIR-11 in their own name — which is worth doing, because it is their own record that they left.