Minimum Maximum Directors in Public, Private Company & OPC

Every company is required to have at least certain minimum number directors in its board. Likewise it is not supposed appoint directors beyond a certain maximum number. These conditions are given under the Companies Act, 2013 and rules made thereunder.

According to section 149 of the said Act, following are the mandatory requirements for minimum and maximum number of directors for various kinds of companies.

Minimum Number of Directors in Companies

Minimum Number of Directors in a Public Company
Every Public Limited Company shall have at least a minimum of 3(three) Directors.

Minimum Number of Directors in a Private Company
Every Private Limited Company shall have at least a minimum of 2(two) Directors.

Minimum Number of Directors in a One Person Company (OPC)
Every One Person Company shall have at least a minimum of 1(one) Director.

Maximum Number of Directors in Companies

A company can have a maximum of 15(fifteen) Directors. It may appoint more than 15 directors after passing a special resolution in the general meeting of shareholders.


Woman Director

The criteria for minimum no. of woman director in companies is described in detail - check here.


Minimum Number of Independent Directors

Refer: Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014

1) Listed public companies are required to appoint at least 1/3rd of the total number of directors as independent directors.

2) Following class of unlisted public companies are required to appoint at least 2 independent directors:
 • Companies with Rs. 10 crore or more of paid up share capital; or
 • Companies with Rs. 100 crore or more of turnover; or
 • Companies with more than Rs. 50 crore of outstanding loans, debentures & deposits in aggregate.

3) It is clear from the above provisions that private companies are not mandatorily required to appoint independent directors.


Composition of Board of Directors for Listed Entities

In addition to the above mentioned requirements, a listed entity will have to be in compliance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the composition of board of directors.