As Indian businesses expand globally, it’s increasingly common for directors to reside outside India. This raises several compliance questions:
Can You Conduct a Board Meeting When Directors Are Abroad?
Yes.
The Companies Act, 2013 allows directors to participate in board meetings through Video Conferencing (VC) or other audio-visual means.
As long as quorum is met and records are properly maintained, the meeting is valid.
Directors Abroad Count for Quorum
Under Section 174, directors attending via VC from different countries are considered present for the purpose of quorum.
- The place of the meeting is considered to be wherever the Chairman is physically located during the meeting.
- So, if the Chairman is in New York, then New York becomes the legal place of the Board Meeting.
✅ This is legally valid. There is no requirement that the place of the meeting must be in India.
No.
- If you are conducting a board meeting and preparing minutes as per Section 118, no apostille or notarisation is required.
- Ensure the minutes are signed and maintained at the registered office in India.
Apostille/Notarisation is only needed if you’re executing foreign legal documents, like a Power of Attorney.
What About Using the Director’s DSC If They Are Abroad?
- You can use a Director’s Indian-issued Digital Signature Certificate (DSC) to sign ROC e-forms, even if they are abroad.
- Just ensure there’s written consent or email approval authorising the use of their DSC.
Location doesn’t matter — valid consent and record keeping are what count.
Quick Compliance Checklist for Virtual Board Meetings
- ✅ Send notice with VC details
- ✅ Record attendance accurately
- ✅ Ensure quorum (VC attendees count)
- ✅ Record meetings held via Video Conferencing and prepare minutes accurately
- ✅ Use DSCs with documented authorisation
- ✅ File ROC forms as per standard procedure
Pro Tip: Beware of POEM Risk
If all meetings are habitually conducted from outside India, it may trigger POEM (Place of Effective Management) concerns under the Income Tax Act.
While occasional meetings are fine, frequent foreign-based board control could lead to tax complications.
Conclusion:
At Legal Terminus, we help businesses confidently manage cross-border compliance. Whether your directors reside in India or abroad, our team ensures that your board meetings, ROC filings, and governance practices remain fully compliant with the Companies Act, 2013.
Let us support your global ambitions with reliable legal and compliance guidance.
Disclaimer:
This article is for general informational purposes only. While every effort has been made to ensure accuracy as of the date of publication, we are not responsible for any subsequent changes in law or interpretation. This article does not constitute legal advice, and professional consultation is recommended for specific scenarios.
Regards
CS Shipra Mishra
(B. Com, LL.B, FCS, Insolvency Professional, Registered TM Agent)
