The resident director rule.
Section 149(3) of the Companies Act, 2013 requires every company to have at least one director who has stayed in India for a total of at least 182 days during the financial year. The rule applies to all companies, including wholly owned subsidiaries of UK companies. For newly incorporated companies, the test is applied proportionately in the first year.
The person can be of any nationality. What matters is the time they spend in India. Many UK-owned companies appoint their Indian country manager, or an experienced independent professional.
An LLP must have at least one designated partner who is resident in India, which for LLPs means staying in India for at least 120 days in the financial year. See LLP Compliance.
Ways to meet the requirement.
Your own India-based manager
A senior employee who lives in India, appointed as a director.
An independent professional
An experienced professional with a defined, board-approved role.
A UK director who relocates
A UK director who spends 182 days or more in India in the year.
Finding and appointing
We help you identify suitable people and handle the appointment and compliance.
Duties and liabilities.
A resident director is a full director, with the same legal duties as any other: acting in good faith, in the best interests of the company, with due care, and avoiding conflicts of interest. Directors can be held responsible for some defaults, such as unpaid TDS or missed filings.
A board resolution and engagement letter setting out the role and reporting lines.
Directors' and officers' liability insurance for the Indian company.
A compliance calendar so filings are never missed, which protects every director.
How the appointment works.
Confirm the requirement
Whether any current director meets the 182-day test.
Identify the person
Your own manager or a suitable professional, with a written scope.
DSC, DIN and consent
Digital signature, DIN, consent to act and declarations of non-disqualification and interests.
Board resolution and DIR-12
DIR-12 filed with the ROC within 30 days. See Appointment of Director.
Ongoing compliance
DIN KYC, interest disclosures and annual confirmation of the 182-day stay.
If the rule is not met.
Not having a resident director is a breach, with penalties on the company and officers.
Banks and authorities often ask for a resident director as a contact.
A director in India makes signatures, meetings and filings easier.
Why UK companies choose us in India.
We work with your UK finance team, lawyers and auditors, and translate Indian requirements into plain English.
Every filing and certificate is checked by a second Chartered Accountant before it goes in.
A written scope, timetable and fee before work starts.
One calendar of every MCA, RBI, GST and income-tax deadline for your Indian entity.
Set-up, accounts, payroll, tax, audit and RBI filings handled together.
Encrypted document sharing and digital signatures. Directors never need to travel.
Resident director support for UK companies everywhere.
We work with UK companies headquartered in every part of the UK, from start-ups in London and Manchester to established groups in the Midlands, Scotland and Wales. All the work is coordinated online with your UK team.
London
South East
Midlands
North of England
East and South West
Scotland, Wales, NI
Resident director FAQs.
Need a resident director for your Indian company?
Tell us about your company and current directors. We will explain the options and handle the appointment.
This page is general guidance based on the Companies Act, 2013, FEMA, RBI directions and Indian tax law as they stand. It is not legal or financial advice for your situation. Rules, limits and deadlines can change, so please speak to us before acting on it.