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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
Choose a market
A foreign national may be an independent director in India, but must first obtain a DIN and register in the IICA databank — and the board must have at least one director resident in India.
- Residency test
- Every company must have at least one director who stayed in India for at least 182 days in the previous financial year (Companies Act s.149(3)). It binds the company, not the appointee.
- Nationality test
- None.
- Work authorisation
- A non-executive director attending board meetings travels on a business visa. An executive or whole-time role requires an employment visa.
- Board language
- Board process is in English.
- Tenure limit once appointed
- Two consecutive terms of up to five years each, then a three-year cooling-off period.
- Time commitment
- At least four board meetings a year with no more than 120 days between them (SEBI LODR Reg. 17(2)); large listed boards commonly meet six to eight times plus committees.
- What a seat pays
- Sitting fees are capped at ₹1,00,000 per meeting under Rule 4 of the Companies (Appointment and Remuneration) Rules; total annual remuneration for an independent director of a large listed company commonly lands between ₹15 lakh and ₹60 lakh with commission.
- Tax on your fees
- Directors' fees are subject to tax deducted at source; a non-resident director's liability depends on the treaty and on the characterisation of the fee.
The appointment steps, in order
- 1Obtain a Director Identification Number (DIN) — for a foreign national this requires apostilled or consularised identity and address documents
- 2Register in the IICA independent-director databank and, unless exempt, pass the online proficiency self-assessment test
- 3Obtain a digital signature certificate for MCA filings
- 4File DIR-2 consent and the company files DIR-12 within 30 days of appointment
What actually gets in the way
- The apostille and consularisation chain for DIN documents is the slowest step and routinely adds weeks to an appointment timetable
- Exemption from the proficiency test depends on prescribed years of experience in specified roles — check the current rule before assuming it applies
- Independent directors in India carry statutory liability that is defined and litigated; s.149(12) limits it to acts within their knowledge and consent, which is narrower protection than it first appears
The instruments behind these answers
- Companies Act 2013 s.149(4) — Every listed public company must have at least one-third of its board comprised of independent directors. (Ministry of Corporate Affairs)
- SEBI (LODR) Regulations 2015 Reg. 17(1) — The board must have at least six directors; at least half must be independent where the chairperson is executive or a promoter, and at least one-third otherwise. At least one woman independent director is required for the top 1,000 listed entities. (SEBI)
- Companies Act 2013 ss.149(10)–(11) — An independent director holds office for a term of up to five consecutive years and may serve no more than two consecutive terms, after which a three-year cooling-off period applies. (Ministry of Corporate Affairs)
- Companies (Appointment and Qualification of Directors) Rules 2014 Rule 6 — An individual must be registered in the IICA independent-director databank and, unless exempt, pass the online proficiency self-assessment test before being appointed. (IICA / MCA)
Reviewed against primary sources in August 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.