Minimum and Maximum Number of Directors in a Public Company

Key Takeaways

• A public company must have at least 3 directors under Section 149(1)(a) and cannot function with fewer at any time.
• The default maximum number of directors is 15, but a company can exceed this limit by passing a special resolution with 75% shareholder approval. No Central Government or tribunal approval is required in such times.
• Listed companies must appoint at least one-third independent directors under Section 149(4). This increases to 50% if the chairperson is a promoter or executive director as per SEBI LODR rules.
• A woman director is mandatory for all listed companies and for public companies with ₹100 crore+ paid-up capital or ₹300 crore+ turnover.
• Under Section 165, an individual can hold a maximum of 20 directorships in total, including up to 10 public companies.

What the Companies Act 2013 Says About Directors in a Public Limited Company?

Chapter XI of the Companies Act, 2013, governs the appointment, qualification, duties, and compliance requirements of directors in public companies.

Section	Topic	Core Rule for Public Companies
149	Board Composition	Minimum 3 directors, maximum 15 directors (can exceed via special resolution). Requires 1 resident director and at least 1/3 independent directors for listed companies.
150	Independent Director Database	Independent directors must be selected from the MCA and the Indian Institute of Corporate Affairs (IICA) database (as per prescribed rules).
151	Small Shareholders’ Director	Listed companies may appoint 1 director elected by small shareholders (as per prescribed thresholds).
152	Appointment of Directors	Directors are appointed in a general meeting. At least 2/3 of directors are liable to retire by rotation (unless otherwise provided).
153–159	DIN Requirement	No person can act as a director without a valid Director Identification Number (DIN).
160	Right to Stand for Directorship	Directorship can be proposed with 14 days’ notice and a ₹1,00,000 deposit, refunded if the candidate is elected or wins over 25% of votes.
161	Board Appointments	The board may appoint additional, alternate, and nominee directors, and fill casual vacancies.
162	Separate Voting	Each director must be appointed through a separate resolution.
164	Disqualifications	Bars individuals who are insolvent, of unsound mind, convicted of specified offences, or directors of defaulting companies (as per conditions under law).
165	Directorship Limits	Maximum 20 total directorships, including up to 10 public companies.
166	Duties of Directors	Directors must act in good faith, exercise due care, and avoid conflicts of interest.
167	Vacation of Office	Office becomes vacant on disqualification, absence from all Board meetings over a continuous 12-month period, or other legal breach
168	Resignation	Directors may resign by notice; the company must file Form DIR-12.
169	Removal of Directors	Shareholders may remove directors by ordinary resolution after giving an opportunity of hearing.
170–171	Registers & Inspection	Companies must maintain a register of directors and KMP, open for member inspection.

Minimum Number of Directors in a Public Company

To register a public limited company, at least 3 directors must be appointed to the Board under Section 149(1)(a) of the Companies Act, 2013. This requirement: 

• Promotes proper corporate governance.
• Ensures collective decision-making.
• Prevents concentration of control in a single individual.

The company must maintain this minimum strength from incorporation throughout its existence. If the number of directors falls below 3 due to resignation, death, or disqualification, the company must restore compliance without delay by appointing a new director. The Board may also appoint an additional director under Section 161 to meet the minimum requirement until shareholders regularize the appointment.

Maximum Number of Directors in a Public Company

Under Section 149(1) of the Companies Act, 2013, a public company can have a maximum of 15 directors by default. A company can exceed this limit only by passing a special resolution in a general meeting of shareholders. No government or tribunal approval is required for this extension.

This framework ensures a balance between flexibility in governance and structured board control. Companies usually expand their board for clear, practical reasons, such as:

• Business expansion and increased operational complexity.
• Compliance with sectoral or regulatory requirements.
• Need for specialized skills and domain expertise at the board level.

How to Appoint More Than 15 Directors for a Public Company?

Here’s how a public company can appoint more than 15 directors:

1. Verify whether the Articles of Association (AOA) restrict the maximum number of directors. If it does, amend the AOA first.
2. Pass a Board Resolution to approve the proposal and fix the day, date, time, and agenda for the General Meeting.
3. Hold the General Meeting and pass a special resolution (75% majority) to approve increasing the director limit beyond 15.
4. File the special resolution with the Registrar of Companies (ROC) in Form MGT-14 within 30 days of passing the resolution.
5. After approval, appoint the new directors through a Board Resolution.
6. File Form DIR-12 within 30 days of appointment for each director, along with required attachments such as DIR-2 (consent to act as director) and DIR-8 (declaration of non-disqualification).

Mandatory Categories for Public Companies: Types of Directors

Public companies must ensure that their Board includes specific different types of directors as required under Section 149 of the Companies Act, 2013, read alongside the SEBI (LODR) Regulations, 2015 for listed entities. 

Director Category	Requirement	Purpose
Resident Director	At least one director must have stayed in India for a minimum of 182 days during the financial year as per Section 149(3).	Ensures local presence, oversight, and compliance with Indian regulatory requirements.
Independent Directors	Listed companies must have at least 1/3 of total board strength under Section 149(4). This may increase to 50% if the Chairperson is a Promoter or Executive Director (as per applicable SEBI LODR provisions).	Ensures unbiased judgment, strengthens governance, and protects minority shareholders’ interests.
Women Director	At least one woman director is mandatory for listed public companies and unlisted companies with ₹100 Cr+ capital or ₹300 Cr+ turnover under Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014	Promotes gender diversity and balanced board representation.
Executive / Whole-time Director	Appointed from management (e.g., CEO, Managing Director) to handle executive functions.	Responsible for day-to-day operations and execution of business strategy.
Nominee Directors (as applicable)	Appointed by lenders, investors, or government bodies based on contractual or statutory rights.	Protects the interests of stakeholders such as financial institutions, promoters, or strategic investors.

Note: Certain unlisted public companies must also appoint at least two independent directors. The threshold applies if the company has:

• Paid-up share capital of ₹10 crore or more, 
• Turnover of ₹100 crore or more, or
• Outstanding loans, debentures, and deposits totalling more than ₹50 crore.

Who Can Be a Director in a Public Company in India?

To qualify, a living individual (natural person), whether an NRI, Indian national, or foreigner, must:

• Be at least 18 years old (no upper age limit by default).
• Hold a valid Director Identification Number (DIN) and Class 3 Digital Signature Certificate (DSC).
• Not be disqualified under Section 164 of the Companies Act, 2013 (for offences such as insolvency, unsound mind, or conviction for specified crimes).
• Give written consent to act as a director (Form DIR-2).
• Comply with the residency requirement, where at least one director must be resident in India (182 days in a financial year).

Note: A bankrupt person, a person convicted of certain offenses, or a person of unsound mind cannot serve as a director.

Limits on the Number of Directorships in a Public Company

Under Section 165 of the Companies Act, 2013, an individual cannot accept or continue a directorship in a public company once they exceed the prescribed statutory limits:

• 20-Company Overall Cap: A person cannot hold more than 20 directorships in total at any point. This includes private companies, public companies, and alternative directorships.
• 10-Public Company Limit: Within the overall limit of 20, a person cannot serve as a director in more than 10 public companies simultaneously.

A person who accepts directorships beyond these limits can face a penalty of ₹2,000 for each day the default continues, subject to a maximum of ₹2,00,000. 

The Companies (Amendment) Act, 2017 protects Independent Directors and directors nominated by the NRC or Board from the ₹1,00,000 officer penalty. This protection does not apply if they knew about the non-compliance and failed to act diligently. 

Note: The 20-directorship limit excludes directorships held in dormant companies and Section 8 companies.

What Happens if a Public Company Falls Below 3 Directors?

Under Section 149 of the Companies Act, 2013, a public company cannot function with fewer than 3 directors. If the number falls below the minimum requirement, the company may face serious consequences, including:

• Board decisions taken during this period may be challenged later on.
• Corporate actions may lose legal validity and certainty.
• Regulatory compliance may come under scrutiny by authorities.
• Penalty under Section 172 (where no specific punishment is prescribed):
  • ₹50,000 initial penalty on the company and each officer in default.
  • ₹500 per day as a continuing penalty during the period of default.
  • Maximum penalty of ₹3,00,000 for the company and ₹1,00,000 for each officer in default.

To restore compliance, the remaining directors must act immediately and without delay. They must appoint an additional director under Section 161(1) to promptly bring the board back to the minimum required strength.

Public Company vs Private Company: Minimum and Maximum Number of Directors

The maximum and minimum number of directors in a Private Company and a Public Company differ in several respects:

Particulars	Public Company	Private Company
Minimum Number of Directors	3 directors	2 directors
Maximum Number of Directors	15 directors by default	15 directors by default
Can the Limit Exceed 15?	Yes, through a special resolution	Yes, through a special resolution
Resident Director Requirement	At least 1 resident director is mandatory	At least 1 resident director is mandatory
Independent Directors	Mandatory for listed public companies and certain unlisted public companies	Not mandatory
Woman Director Requirement	Mandatory for listed companies and specified public companies	Not mandatory unless covered under specific legal requirements
Retirement by Rotation	At least two-thirds of directors generally retire by rotation	Not mandatory unless the Articles provide otherwise
Directorship Limit per Individual	Subject to the overall limit of 20 directorships and 10 public companies	Subject to the overall limit of 20 directorships
Relevant Provision	Section 149(1)(a)	Section 149(1)(b)

Need help with public company director compliance? Our experts at RegisterKaro help you manage the minimum and maximum director requirements under the Companies Act, 2013. We also assist in smooth appointment, addition, and removal of directors. Book a free consultation today to ensure your board structure stays compliant at all times!

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