# Private Company, Public Company, OPC & Listed Company

These four definitions classify companies by membership, transferability and listing status.

## 1. Private Company [Sec 2(68)]

A company with a minimum paid-up share capital as may be prescribed, whose AoA does THREE things:

#	Restriction
(i)	Restricts the right to transfer its shares
(ii)	Limits members to 200 (except in OPC)
(iii)	Prohibits any invitation to the public to subscribe to securities

### Counting the 200 members

Joint holders → treated as a single member.
EXCLUDED from the count:
Current employees who are members, and
Ex-employees who became members during employment and continued after leaving.

### Exception for Sec 8 (non-profit) companies

The prescribed minimum paid-up capital requirement does NOT apply to Sec 8 companies — provided they comply with Sec 92 (annual return) and Sec 137 (filing of financials).

## 2. Public Company [Sec 2(71)]

A company which:

1. is NOT a private company; AND

2. has a minimum paid-up share capital as may be prescribed (not applicable to Sec 8 companies).

Important deeming fiction: A subsidiary of a public company is deemed to be a public company — even if its own AoA says it is private. This prevents private companies escaping stricter compliance by sheltering under a public parent.

## 3. One Person Company (OPC) [Sec 2(62)]

> A company which has only one person as a member.

It is a sub-species of private company.
The 200-member ceiling of Sec 2(68) is naturally inapplicable.

## 4. Listed Company [Sec 2(52)]

A company which has any of its securities listed on any Recognised Stock Exchange (RSE).

### Rule 2A — NOT treated as listed companies

The following are excluded from 'listed company' even if some of their securities are on an exchange:

a. Public companies (equity NOT listed) which have listed:

Non-convertible debt securities (private placement) — SEBI ILDS Regs, 2008; or
Non-convertible redeemable preference shares (private placement) — SEBI NCRPS Regs, 2013; or
Both of the above.

b. Private companies which have listed their NCDs on private placement basis (SEBI ILDS Regs, 2008).

c. Public companies whose equity is listed only on a stock exchange in a permissible foreign jurisdiction under Sec 23(3) — and NOT on an Indian RSE.

Worked example

### Example 1

Q: XYZ Pvt Ltd has 198 shareholders, none of whom are employees. It then admits 3 new investor-shareholders. Has the 200 limit been breached?

A: Total counted members = 198 + 3 = 201. Yes — the 200 ceiling is breached. The company must either restructure or convert to a public company.

### Example 2

Q: ABC Pvt Ltd is a wholly-owned subsidiary of MNO Ltd (a public company). ABC's AoA contains the three Sec 2(68) restrictions. Is ABC private or public?

A: ABC is deemed to be a public company by virtue of the proviso to Sec 2(71), even though its AoA still labels it private.

### Example 3

Q: A public company has listed only its NCDs (private placement). Is it a 'listed company' under Sec 2(52)?

A: No. Rule 2A(a)(i) carves it out — it is NOT a listed company.

⚠️ Common exam mistakes

Counting joint holders as multiple members — they count as one (proviso to Sec 2(68)).
Counting employee-members and ex-employee members in the 200 limit — they are excluded.
Forgetting OPC is exempted from the 200-member ceiling.
Saying a subsidiary of a public company is private if its AoA so provides — the Act deems it public.
Treating any company with debt securities listed as 'listed' — Rule 2A excludes several such situations.

Bare-Act text Section 2(52), 2(62), 2(68), 2(71); Rule 2A of Companies (Specification of definitions details) Rules, 2014 · Companies Act, 2013 · click to expand

Sec 2(68): 'Private company' means a company having a minimum paid-up share capital as may be prescribed, and which by its articles, — (i) restricts the right to transfer its shares; (ii) except in case of OPC, limits the number of its members to 200; (iii) prohibits any invitation to the public to subscribe for any securities of the company. Sec 2(71): 'Public company' means a company which — (a) is not a private company; (b) has a minimum paid-up share capital, as may be prescribed: Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles. Sec 2(62): 'One Person Company' means a company which has only one person as a member. Sec 2(52): 'Listed company' means a company which has any of its securities listed on any recognised stock exchange: Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with SEBI, shall not be considered as listed companies.

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Private, Public, OPC & Listed Companies

Worked example

⚠️ Common exam mistakes