Friction stir processing (FSP) is an effective tool to produce a surface composite layer with enhanced mechanical properties and modified microstructure of as-cast and sheet metals. In the present work, the mechanical and microstructural properties of as-cast AZ91 magnesium alloy were enhanced by FSP and an AZ91/SiC surface nanocomposite layer has been produced using 30 nm SiC particles. Effect of the FSP pass number on the microstructure, grain size, microhardness, and powder distributing pattern of the surface developed has been investigated. The developed surface nanocomposite layer presents a higher hardness, an ultra fine grain size and a better homogeneity. Results show that, increasing the number of FSP passes enhances distribution of nano-sized SiC particles in the AZ91 matrix, decreases the grain size, and increases the hardness significantly. Also, changing of the tool rotating direction results much uniform distribution of the SiC particles, finer grains, and a little higher hardness.