What a foreign parent company and non-resident directors must notarise, apostille or consularise before an Indian incorporation — and the sequencing that avoids re-executing documents abroad.
Under Rule 13 of the Companies (Incorporation) Rules, 2014, documents executed outside India for incorporating a company must undergo legal attestation before submission to the Registrar of Companies (ROC). A single error in attestation wording or date sequence requires re-executing the entire document chain abroad.
| Document | Signatory | Attestation Required |
|---|---|---|
| MOA & AOA Subscriber Sheet | Parent Authorised Signatory & Nominee | Notarised + Apostilled / Consularised |
| Form DIR-2 (Consent to act as Director) | Foreign Directors | Notarised + Apostilled / Consularised |
| Form INC-9 (Declaration by First Directors) | First Directors & Subscribers | Notarised + Apostilled / Consularised |
| Parent Board Resolution & COI | Parent Board / Secretary | Notarised + Apostilled / Consularised |
| Passport & Address Proof (Utility Bill / Bank Stmt) | Foreign Directors / Subscribers | Notarised + Apostilled / Consularised |
Documents executed in a country signatory to the 1961 Hague Apostille Convention are first notarised before a local Public Notary, then apostilled by the designated competent authority (e.g., the president of the Landgericht in Germany, or the FCDO in the UK). No embassy or consulate legalisation is required.
For non-Hague nations, a 3-step legalisation chain is mandatory: Notarisation by local notary › Attestation by Foreign Ministry › Legalisation by the Indian Embassy/Consulate in that country.
If the foreign director or authorised representative is physically in India on a valid visa, documents signed before an Indian notary or advocate carrying entry stamp proof do not require any apostille or embassy attestation.
Every foreign director submitting MCA forms requires a Class 3 Digital Signature Certificate. Obtaining a Class 3 DSC for a non-resident requires apostilled identity proofs (Passport & Driver's License/Utility Bill) accompanied by an online video verification recording.
Send us your draft MOA, AOA, and DIR-2 sheets for pre-verification before your notary appointment to prevent costly re-attestation.
