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What is the maximum number of shareholders allowed in a JV?

Private Limited Company (Most Common JV Structure)

  • A JV formed as a Private Limited Company under the Companies Act, 2013 can have a maximum of 200 shareholders.
  • This limit includes both individual and corporate shareholders.
  • It must have a minimum of 2 shareholders to maintain its legal status.
  • If the number of shareholders exceeds 200, the company must be converted into a Public Limited Company.
  • Employees holding shares under an Employee Stock Option Plan (ESOP) are not counted towards the 200-shareholder limit.

Public Limited Company

  • A JV registered as a Public Limited Company has no upper limit on the number of shareholders.
  • It must have a minimum of 7 shareholders to be incorporated.
  • This structure is typically used for large or listed JVs, especially when capital is raised from the public or institutional investors.
  • Public JVs are subject to stricter regulatory, disclosure, and audit requirements under SEBI and the Companies Act.

Limited Liability Partnership (LLP)

  • If the JV is formed as an LLP, it can have any number of partners, but it must have at least 2 designated partners.
  • LLPs do not issue shares; hence, the concept of shareholders does not apply.
  • This structure is generally used for service-based or professional ventures with flexibility in profit-sharing.

Other Considerations

  • In foreign-invested JVs, the number of shareholders is subject to FDI regulations and sectoral guidelines.
  • Shareholding patterns must be compliant with the company’s Articles of Association and shareholder agreements.
  • JVs with a large number of shareholders must maintain updated registers, issue share certificates, and comply with SEBI norms if listed.

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