Minimum and maximum directors, and the resident director rule (section 149)

Last updated 27 Oct 2026 · India

Short answer. Under section 149(1) of the Companies Act 2013, a public company needs at least three directors, a private company two and a one person company one. The maximum is 15, which can be raised by a special resolution. Under section 149(3), every company must have at least one director who stayed in India for 182 days or more during the financial year (for a new company, proportionately in the year of incorporation). Certain listed and larger public companies also need a woman director and independent directors under section 149(1) and 149(4).

Check before every year end

Count current directors against the minimum for your company type.
Check that at least one director met the 182-day stay in India.
If a resignation will take you below the minimum, appoint a replacement first.
File DIR-12 for every change within 30 days.

Common mistakes

All directors living abroad in a startup with foreign founders.
Letting the board fall below two in a private company after a resignation.
Counting the 182 days from the calendar year instead of the financial year.

Not legal advice. This is a free explainer of the Companies Act 2013 and its rules; check the current text on India Code or MCA, or ask a company secretary.

Frequently asked questions

What is the minimum number of directors in a private company?

Two. A public company needs three and a one person company one.

What is the maximum number of directors?

Fifteen, or more with a special resolution.

What is a resident director?

A director who stayed in India for at least 182 days in the financial year; every company needs at least one.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 27 Oct 2026.

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