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Overseas Subscriber Attestation Under Rule 13: Three Country Categories

Commonwealth, Hague Convention, or neither — and the third category needs authentication by an Indian embassy in the country of residence.

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Company Law
Published
September 7, 2026
Last updated
Sep 7, 2026
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Last updated: September 2026Verified against: Government sources

The rule

The attestation requirements depend on the country in which registered office / residence of the overseas subscriber / director is situated. The documents are required to be attested as follows:

  1. Residing in a country which is part of the Common Wealth, by a notary public of that country;
  2. Residing in a country which is party to the Hague Apostille Convention, 1961, attested by a notary public and duly apostilled in accordance with the said Hague Convention; and
  3. Residing in a country which is not party to said Hague Convention, authenticated by a Diplomatic or Consular Officer empowered in this behalf under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 i.e. attested by Public Notary and authenticated by Indian Embassy in the country of residence.
Why overseas subscriber attestation has three tiers rather than one rule

The tiers reflect how much India already trusts the certifying authority in that country, and each adds a layer where the previous assurance is unavailable.

Commonwealth countries — one layer. A notary public of that country suffices. Commonwealth legal systems share a common origin, and notarial acts from them are accepted directly.

Hague Convention countries — two layers. A notary attests, and the document is then duly apostilled. The apostille is the Convention's mechanism: a designated authority in the country certifies that the notary is genuine, so the receiving country need not verify the notary itself.

Everywhere else — three layers. A Public Notary attests, and then the Indian Embassy in the country of residence authenticates. With no treaty framework, India verifies the document through its own diplomatic officer, empowered under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948.

The practical consequence is lead time. A Commonwealth attestation can be arranged in days; an apostille takes longer, depending on the designated authority; embassy authentication is the slowest and depends on appointment availability at a particular mission.

So the first question on any incorporation with an overseas subscriber is not what documents are needed but where the subscriber lives — because that determines whether the timetable is measured in days or weeks.

And the process consequence: because the attestation is physical, the electronic memorandum and articles give way. The incorporation is filed along with the manually signed and duly attested MOA and AOA.

The three routes

CountryAttestationLayers
CommonwealthNotary public of that countryOne
Hague Apostille Convention, 1961Notary public, then apostilleTwo
NeitherPublic notary, then Indian Embassy authenticationThree

Who the requirement applies to

Note that the rule covers both the overseas subscriber and the overseas director, and refers to the registered office or residence. A corporate subscriber incorporated abroad is assessed on where its registered office is; an individual on where they reside.

The rule 13 requirement is specific about what is witnessed: the foreign national's signatures and address etc. — identity and address both, not merely the fact of signing.

Planning the incorporation

  1. Establish each overseas participant's country of residence at the outset.
  2. Determine which of the three categories it falls in.
  3. Build the attestation lead time into the incorporation timetable.
  4. Prepare for manually signed memorandum and articles where attestation is physical.
  5. Check that the reserved name will not lapse while attestation is pending.

Common mistakes

  • Assuming a notary's attestation alone suffices outside the Commonwealth.
  • Obtaining an apostille from a country that is not a Convention party.
  • Beginning the overseas subscriber attestation after the name has been reserved.
  • Attempting to file electronic memorandum and articles where physical attestation is required.
Quick recapKey facts & short answers

Key Facts About Overseas Subscriber Attestation

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes the entire process end to end for you.

What determines the attestation requirement?

The attestation requirements depend on the country in which the registered office or residence of the overseas subscriber or director is situated.

What applies in a Commonwealth country?

Where the person resides in a country which is part of the Commonwealth, the documents are attested by a notary public of that country.

Do not copy last year's filing without checking whether last year's law still applies.

— TaxClue Compliance Desk

Overseas Subscriber Attestation: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

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Vikas Sharma Verified expert Tax & Compliance Expert

Experienced in company registration, GST, trademark, and compliance. Helping Indian businesses stay compliant.

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Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

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Questions, answered

Short, direct answers to the 6 questions readers ask most on this topic.

The attestation requirements depend on the country in which the registered office or residence of the overseas subscriber or director is situated.

Where the person resides in a country which is part of the Commonwealth, the documents are attested by a notary public of that country.

Where the person resides in a country which is party to the Hague Apostille Convention, 1961, the documents are attested by a notary public and duly apostilled in accordance with that Convention.

Where the person resides in a country which is not party to the Hague Convention, the documents are authenticated by a diplomatic or consular officer empowered under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 — that is, attested by a public notary and authenticated by the Indian Embassy in the country of residence.

Where the subscriber to the memorandum is a foreign national residing outside India, the signature and address are witnessed by a notary public, embassy or consulate office of an embassy under rule 13 of the Companies (Incorporation) Rules, 2014.

The incorporation application is filed along with the manually signed and duly attested memorandum and articles of association, since a digital signature cannot substitute for the physical attestation.