Difference Between Private Limited Company and Public Limited Company

  • Setindiabiz Team
  • February 12, 2024
private limited company vs public limited company
QUICK SUMMARY ↬ This comprehensive blog dives deep into the key difference between Pvt Ltd Company and Public Limited Company, the two most popular corporate structures available for startups in India. From ownership structures and regulatory requirements to funding sources and governance practices, you will gain a comprehensive understanding of their key features and characteristics. Whether you’re an entrepreneur, investor, or simply a business enthusiast, this information will help you make informed choices regarding business strategies, capital-raising efforts, and compliance obligations, ultimately enabling you to choose the right option with confidence and clarity.
Understanding the difference between Pvt Ltd Company and Public Limited Company is essential for entrepreneurs and investors alike. Pvt Ltd companies are characterized by their restricted transfer of shares, with added benefits of limited liability, and lenient regulatory requirements. Unlike public limited companies, which can raise capital from the public through the sale of shares on stock exchanges, Pvt Ltd companies are typically owned and controlled by a small group of individuals or families. This distinction in ownership structure often leads to disparities between the two, regarding governance, decision-making processes, and other regulatory obligations. By delving into the nuances of these two popular company structures, businesses can choose the most suitable option and make informed decisions about their growth strategies, funding options, and compliance requirements.

What is a Private Limited Company?

In accordance with Section 2 of the Companies Act, a Private Limited Company is defined as a business entity that restricts the sale of its shares publicly and to the general public. This means that the shares of a Pvt Ltd company cannot be freely traded on the open market and are instead held privately by a limited number of shareholders. Additionally, a key characteristic of a private limited company is the limited liability it offers to its shareholders. Limited liability implies that the shareholders’ liability is limited to the amount invested in the company’s shares. In other words, shareholders are not personally liable for the company’s debts or obligations beyond their investment.

Key features of a Private Limited Company

  1. Limited Liability: Shareholders enjoy limited liability protection, shielding their personal assets from being used while paying-off business debts and dues. Their liabilities are restricted only to the amount they’ve individually invested in the company. 
  2. Restricted Ownership and Transfer of Shares: Private Limited Companies typically impose restrictions on the free trade of shares with the general public. Further, their transfer for any changes in ownership requires shareholder’s approval too.
  3. Limited Number of Shareholders: Private Limited Companies have a limited number of shareholders, capped at the maximum capacity of 200. The minimum requirement, however, is only 2. 
  4. Exemption from Certain Regulatory Requirements: Private limited companies may enjoy exemptions from certain regulatory requirements, such as the need for preparing a public prospectus, public disclosure of financial information, meeting SEBI guidelines, and so on.
  5. Control and Management: Private limited companies are often owned and managed by a small group of individuals, allowing for greater control and autonomy over business operations and strategic decisions.

What is a Public Limited Company?

A Public Limited Company, commonly known as a “Limited” company, is a type of business entity that offers its shares to the general public and can be traded on a stock exchange. Unlike private limited companies, public limited companies have no restrictions on the sale of their shares, allowing them to be traded freely among the public. This means that shares of public limited companies are listed and traded on stock exchanges, such as the New York Stock Exchange (NYSE) or the London Stock Exchange (LSE), providing liquidity and access to a wide pool of investors. Additionally, public limited companies are subject to greater regulatory scrutiny and disclosure requirements compared to private limited companies, owing to their public nature and the need to protect the interests of shareholders and stakeholders.

Key Features of Public Limited Companies

  1. Publicly Traded Shares: Public limited companies offer their shares to the general public and can trade them on stock exchanges, allowing for liquidity and access to capital from a wide range of investors.
  2. Public Disclosure of Financial Information: Public limited companies are obligated to disclose their financial information and performance metrics to the public and regulatory authorities regularly, providing transparency and accountability to shareholders and stakeholders.
  3. Regulatory Compliance: Public limited companies are subject to comprehensive regulatory oversight and compliance requirements, including financial reporting standards, corporate governance guidelines, and regulatory filings, to ensure adherence to legal and ethical standards.
  4. Dispersed Ownership Structure: Unlike private limited companies, which often have a limited number of shareholders, public limited companies have a dispersed ownership structure, with shares held by an unlimited number of individuals and institutional investors.
  5. Greater Access to Capital Markets: Public Limited Companies have access to a wide range of funding options, including equity markets, debt markets, and institutional investors, enabling them to raise capital for expansion, investment, and strategic initiatives.

Key Difference Between Private Limited Company and Public Limited Company

The table below highlights the key difference between Private Limited Company vs Public Limited Company, offering a concise comparison of their respective structures, regulatory obligations, and access to capital. By delineating these disparities, stakeholders can better understand the implications of choosing one company type over the other, and make informed decisions regarding business strategy and planning.
Feature Private Limited Company Public Limited Company
Ownership Structure
Usually owned and controlled by a small group of individuals, families, or a single entity
Ownership dispersed among a large number of shareholders, including individual and institutional investors
Sale of Shares
Shares cannot be freely traded on the open market
Shares are freely tradable on stock exchanges
Minimum Share Capital Requirement
No minimum requirement
No minimum requirement
Transferability of Shares
Restrictions on the transfer and sale of shares, often requiring shareholder approval
Shares can be freely bought, sold, and transferred without restrictions
Limited Liability
Shareholders' liability is limited to the amount invested in the company's shares
Shareholders' liability is limited to the amount invested in the company's shares
Number of Shareholders
Limited to a predetermined maximum, often a small group of individuals
No restriction on the number of shareholders, can have a large and diverse shareholder base
Public Disclosure
Exemptions from certain regulatory requirements, providing a degree of privacy and flexibility
Subject to comprehensive regulatory oversight and disclosure requirements, including regular financial reporting
Regulatory Compliance
Subject to fewer regulatory requirements and less stringent compliance obligations
Subject to comprehensive regulatory oversight, including financial reporting standards, corporate governance guidelines, and regulatory filings
Access to Capital Markets
Limited access to capital markets, typically reliant on contributions from founders, venture capitalists, or bank loans
Access to a wide range of funding options, including stock markets, debt markets, and institutional investors
Decision-Making Processes
Decision-making typically centralized among a small group of shareholders or directors
Governance structures include a board of directors, management committees, and shareholder meetings, with formal decision-making processes
Control and Management
Often owned and managed by a small group of individuals, providing greater control and autonomy
Ownership dispersed among a large number of shareholders, with management typically overseen by a board of directors
Transparency
Less transparency in operations and financial performance, with fewer reporting obligations
Higher level of transparency in operations and financial performance, with regular reporting and disclosure requirements
Market Perception
Often perceived as smaller, closely-knit businesses with limited growth potential
Often perceived as larger, more established businesses with greater growth potential

Conclusion

The difference between Private Limited Company and Public Limited Company is crucial for understanding the varied ownership structures they have, their regulatory requirements, and access to capital. While private limited companies offer limited liability and control over ownership, public limited companies provide broader access to capital markets but are subject to heightened regulatory scrutiny. Recognizing these differences allows stakeholders to choose the company structure that best aligns with their goals, whether it involves maintaining privacy, accessing funding, or complying with regulatory standards.

FAQs

Q1: What is the difference between Private Limited Company and Public Limited Company?

The primary difference between Private Limited Company vs Public Limited Company lies in their ownership structures, regulatory obligations, and access to capital markets. Private Limited Companies are typically owned and controlled by a small group of individuals, offering limited liability, and having fewer regulatory requirements. In contrast, Public Limited Companies have shares traded publicly, allowing for a dispersed ownership structure and greater access to capital, but they are subject to more stringent regulatory scrutiny.

Q2: How does the ownership structure differ between Private and Public Limited Companies?

Private Limited Companies often have a limited number of shareholders (200), with shares held privately and restrictions on their transfer. On the other hand, Public Limited Companies have an unlimited ownership base, with shares traded freely on stock exchanges, enabling greater liquidity but also leading to a dispersed ownership structure.

Q3: What are the regulatory obligations for Private and Public Limited Companies?

Private Limited Companies typically enjoy exemptions from certain regulatory requirements, such as public disclosure of financial information, requirement to prepare a prospectus of business, following SEBI regulations and so on. In contrast, Public Limited Companies are subject to comprehensive regulatory oversight, including regular financial reporting and disclosure requirements to ensure transparency and protect shareholder interests.

Q4: How does access to capital differ between Private and Public Limited Companies?

Private Limited Companies often rely on contributions from founders, venture capitalists, or bank loans for funding, with limited access to capital markets. Conversely, Public Limited Companies can raise capital by issuing shares to the public, providing access to a wider range of funding options, including equity markets, debt markets, and institutional investors.

Q5: How to choose between Private Limited Company vs Public Limited Company?

When deciding between the two structures, it’s essential to consider factors such as desired level of control, access to capital, regulatory obligations, and long-term business objectives. Refer to our detailed difference table to access this information.

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