Every Indian company form is signed digitally, and every director needs a number. For an Indian resident, both take an afternoon: an Aadhaar OTP for the digital signature and a PAN for the DIN. For a foreign national, the same two items are the single biggest source of delay in incorporating a company with an overseas founder, because the identity behind them has to be proved with paper that was attested in another country. This is the procedure, in the order it should be done.
A foreign national needs a Class 3 Digital Signature Certificate, issued by an Indian certifying authority after video verification against a notarised and apostilled passport and address proof, and a Director Identification Number, allotted either inside the SPICe+ incorporation form or through Form DIR-3 for an existing company. Start the apostille first; it is the slowest step, at 7 to 15 days. The DSC follows in 3 to 7 working days, and the DIN arrives with the company's incorporation.
What a DSC and a DIN are, and why both are needed
A Digital Signature Certificate is the cryptographic equivalent of a wet signature, issued on a USB token by a certifying authority licensed by the Controller of Certifying Authorities under the Information Technology Act, 2000. The MCA accepts only Class 3 individual certificates. Every form filed on the MCA portal, from the incorporation application to the annual return, is signed with one, and so are the electronic memorandum and articles of association at incorporation.
A Director Identification Number is the eight-digit lifetime identifier the MCA assigns to every person who is or intends to be a director of an Indian company, under section 153 of the Companies Act, 2013. Nobody can be appointed without one. A person holds only one DIN, ever, across every company they will ever direct.
The dependency runs one way: the application for a DIN is itself a form that must be digitally signed, so the DSC always comes first.
The document pack
The certifying authority for the DSC and the MCA for the DIN want the same underlying documents, so one attested pack serves both. Assemble it once, with two attested sets.
| Document | Requirement | Watch for |
|---|---|---|
| Passport | Colour copy of every page carrying personal details; valid for at least six months | The apostille must be on the copy that includes the signature page, not just the photo page |
| Overseas address proof | Utility bill, bank statement, driving licence or government ID showing the residential address; not older than two months for the DSC | The name must appear exactly as on the passport; a bill in a spouse's name is rejected |
| Photograph | Recent passport-size, plain background | Taken within the last three months |
| Email and mobile | Personal, in the applicant's own name; a foreign number is accepted | These are locked to the DIN and receive the annual KYC OTP; do not use a company or advisor's address |
| Specimen signature | On plain paper, matching the passport signature | Required for the DSC application form |
| Visa page | Only if the applicant is in India at the time | A business visa allows signing in India without attestation; a tourist visa does not |
| Certified translation | For any document not in English | The translation is apostilled along with the original |
Sources: Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9; Controller of Certifying Authorities identity verification guidelines; certifying authority KYC checklists as at September 2026.
Notarise, apostille or consularise: which one
Rule 13 of the Companies (Incorporation) Rules, 2014 sets the attestation standard for a foreign national's incorporation documents, and the same standard is applied by certifying authorities and the ROC to the DSC and DIN proofs. It depends on where the person signs, not on their nationality.
| Country of signing | Attestation required | Examples | Time and cost |
|---|---|---|---|
| Commonwealth | Notarised by a notary public of that country | UK, Australia, Canada, Singapore, Malaysia, South Africa | 2 to 5 days; GBP 30 to 80 per document set |
| Hague Apostille Convention | Notarised, then apostilled by the designated competent authority | USA (Secretary of State of the relevant state), Germany, France, Netherlands, Japan, South Korea, Israel | 7 to 15 days; USD 50 to 150 per person in the USA including notary and courier |
| Neither | Notarised, then authenticated by the Indian embassy or consulate | UAE, Saudi Arabia, Qatar, China, Vietnam | 10 to 20 days; consular fees vary |
| In India on a business visa | None, if signed in India during the visit | Any nationality | Same day |
The UK, Australia and Singapore are both Commonwealth and Hague members. Either route satisfies Rule 13; we recommend the apostille because banks and certifying authorities recognise it without argument.
The apostille is a single-page certificate attached by the competent authority confirming that the notary's signature and seal are genuine. It does not verify the content of the document; that is the notary's job. For a US applicant the sequence is: sign the copies in front of a notary, send the notarised copies to the Secretary of State of the state where the notary is commissioned, receive them back with the apostille attached, courier to India. Some states offer expedited walk-in service; California and New York do not, and take one to two weeks by post.
Getting the DSC: step by step
- Choose a certifying authority. eMudhra, Capricorn, Sify, (n)Code and IDSign all issue foreign-national DSCs. In practice the choice is made by whichever registration authority your CA firm works with, because the video verification and token dispatch are handled at that level.
- Submit the application. The form asks for the passport details, foreign address, email and mobile, and the attested documents are uploaded. The applicant's name is entered exactly as printed on the passport.
- Complete the video verification. The applicant receives a link, records a short video holding the original passport, reads out a code, and confirms an OTP sent to the registered mobile or email. This can be done from anywhere with a phone.
- Verification by the certifying authority. Usually one to three working days. Mismatches between the form and the documents are queried at this stage.
- Certificate issued on a USB token. The token is a physical device. It is either couriered to the applicant abroad, or, more commonly for incorporation, held by the CA firm in India under a written authority so that forms can be signed without the token crossing borders. The applicant can also download the certificate to a token they already hold.
Validity is two years, after which the certificate is reissued with fresh KYC. Keep the passport valid for at least six months beyond the application date; a passport due to expire is a routine rejection.
Getting the DIN: SPICe+ or DIR-3
There are two routes, and which one applies depends on whether the company exists yet.
New company: DIN inside SPICe+
For a company being incorporated, up to three proposed directors who do not hold a DIN apply for one inside SPICe+ Part B. The form carries their passport details, foreign address, and the attested proofs as attachments. The DINs are allotted when the incorporation is approved, typically five to ten working days after filing, and appear on the certificate of incorporation. No separate DIR-3 is filed. If the company will have more than three first directors without DINs, the extra directors obtain theirs through DIR-3 before SPICe+ is filed, which adds a week.
Existing company: Form DIR-3
For a foreign national joining an existing board, the company passes a board resolution proposing the appointment, and the applicant files DIR-3 on the MCA V3 portal, signed with their own DSC and certified by a practising chartered accountant, company secretary or cost accountant, with the attested passport and address proof attached. The DIN is usually allotted within two to five working days. The company then files DIR-12 within 30 days of the appointment with the applicant's consent in DIR-2 and their declaration of non-disqualification in DIR-8.
Either way, the DIN is issued once and lasts for life. What does not last is its active status, which brings us to the annual obligation.
The timeline, week by week
| Week | Foreign director abroad (Hague country) | Foreign director abroad (non-Hague country) |
|---|---|---|
| 1 | Notary appointment; copies sent to the apostille authority. Photo, address proof and specimen signature scanned to the CA firm for a pre-check. | Notary appointment; copies lodged with the Indian embassy or consulate. |
| 2 | Apostilled documents received back and couriered to India. DSC application submitted; video verification done. | Waiting on consular authentication. |
| 3 | DSC issued. SPICe+ Part B filed with the DIN application; or DIR-3 filed for an existing company. | Authenticated documents couriered to India. DSC application and video verification. |
| 4 | DIN allotted with the certificate of incorporation, or within days of DIR-3 approval. | DSC issued; SPICe+ or DIR-3 filed. |
| 5 | — | DIN allotted. |
Name reservation in SPICe+ Part A can run in week 1 in parallel, since it does not need the foreign director's DSC. Reserved names hold for 20 days.
What it costs
- Notary and apostille abroad: USD 50 to 150 per person in the USA; GBP 30 to 80 in the UK; consular fees in non-Hague countries vary and can exceed USD 100 per document.
- Class 3 DSC for a foreign national: ₹3,000 to 6,000 including the USB token, against ₹1,500 to 2,500 for an Indian resident. The difference is the manual KYC and video verification.
- DIN through SPICe+: no separate fee; it is part of the incorporation filing. DIR-3: MCA fee of ₹500 plus the certifying professional's charge.
- Courier: one international courier each way if the physical token or original attested documents need to travel, typically USD 40 to 80.
Seven reasons applications get rejected
After allotment: keeping the DIN alive
Every DIN holder, resident or not, files DIR-3 KYC each year by 30 September. If nothing has changed since the last filing it is a web-based confirmation with OTPs to the registered email and mobile, which is why those must belong to the director. If the address, passport or contact details have changed, the full e-form is filed with fresh attested proof. A missed filing deactivates the DIN; the company cannot file DIR-12 or the annual return with a deactivated director, and reactivation costs ₹5,000. The complete procedure is in our DIR-3 KYC guide.
The DSC is reissued every two years. Diarise it three months ahead of expiry, because a lapsed certificate on the day the annual return is due is an avoidable problem that recurs with surprising regularity.
The foreign director's other obligations once appointed, and the resident-director rule that must be satisfied by someone else on the board, are covered in the resident director rule and foreign directors' obligations. The full incorporation sequence, from these documents through to the FC-GPR filing, is set out on our incorporation with a foreign director or shareholder page.
Frequently Asked Questions
Yes. Licensed certifying authorities such as eMudhra, Capricorn and Sify issue Class 3 individual DSCs to foreign nationals against a notarised and apostilled passport and address proof, a photograph, a mobile number and email, and a recorded video verification. Issue takes three to seven working days once the document pack is complete.
It depends on where the documents are signed. In a Commonwealth country, notarisation is enough under Rule 13 of the Incorporation Rules. In a Hague Apostille Convention country, the notarised document must also be apostilled. Elsewhere, the notary's certificate is authenticated by the Indian embassy. In India on a business visa, no attestation is needed.
For a new company, inside the SPICe+ form for up to three proposed directors, using the same apostilled proofs. For an existing company, through Form DIR-3 signed with the applicant's DSC and certified by a practising professional, after a board resolution proposing the appointment.
Two to four weeks from the day the foreign national starts. The apostille takes 7 to 15 days depending on the country, the DSC 3 to 7 working days after that, and the DIN arrives with the SPICe+ approval or within days of a DIR-3 filing. Start the apostille first.
The DSC expires after two years and is reissued with fresh KYC. The DIN lasts for life but must be kept active with DIR-3 KYC every year by 30 September, with OTPs to the director's own registered mobile and email. A missed filing deactivates the DIN and reactivation costs ₹5,000.
No. A foreign national who is not an Indian tax resident obtains both on the passport alone. PAN becomes necessary once the director receives Indian-source income such as sitting fees, or holds shares that will pay dividends.
Sources
- Authority: Ministry of Corporate Affairs. Title: Companies (Incorporation) Rules, 2014, Rule 13; Companies (Appointment and Qualification of Directors) Rules, 2014, Rules 9 to 12A; draft Companies (Incorporation) Amendment Rules, 2026 (public notice of 8 April 2026). View Source. Accessed: September 2026.
- Authority: Controller of Certifying Authorities, Ministry of Electronics and IT. Title: Identity verification guidelines for issuance of digital signature certificates. View Source. Accessed: September 2026.
- Authority: Hague Conference on Private International Law. Title: Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents; status table of contracting parties. View Source. Accessed: September 2026.
Need the DSC and DIN done for a director abroad?
We send a country-specific checklist, pre-check the scans before anything is notarised, run the video verification, and hold the token under authority so filings do not wait on couriers. It is included in our foreign director incorporation engagement and available on its own for existing companies.
Talk to us
Written by CA Karan Shah
Founder of KC Shah & Associates. Incorporates and advises startups with foreign founders and investors, handles their FEMA reporting in-house, and provides outsourced accounting, Zoho Books implementation and Virtual CFO services to startups and SMEs across India.