{“@context”:”https://schema.org”,”@type”:”BlogPosting”,”headline”:”Company Structure: Roles and Responsibilities of Shareholders, Directors and Officers”,”description”:”A guide to the corporate structure of an Indian Private Limited Company — roles and responsibilities of shareholders, board of directors, managing director, CFO, CS, and key managerial personnel under the Companies Act 2013.”,”author”:{“@type”:”Person”,”name”:”CA Madhusmita Padal”},”publisher”:{“@type”:”Organization”,”name”:”Tradeviser”},”datePublished”:”2026-09-27″,”inLanguage”:”en-IN”,”mainEntityOfPage”:{“@type”:”WebPage”,”@id”:”https://tradeviser.com/company-structure-roles-responsibilities/”}}

{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”What is the role of shareholders in a Private Limited Company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Shareholders own the company through their equity stake. Their key rights include voting at general meetings, receiving dividends, participating in liquidation proceeds, and appointing or removing directors. In a Private Limited Company, shareholders cannot transfer shares freely — transfers require board approval and must comply with the Articles of Association.”}},{“@type”:”Question”,”name”:”What is the difference between a director and a shareholder?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”A shareholder owns equity in the company; a director manages its affairs. A person can be both a shareholder and a director simultaneously (common in startups). Directors have fiduciary duties and are accountable for the company’s management decisions; shareholders are passive owners unless they also hold management roles.”}},{“@type”:”Question”,”name”:”Who is a Key Managerial Personnel (KMP) in a company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Under Section 2(51) of the Companies Act 2013, Key Managerial Personnel (KMP) includes the Managing Director or CEO, Company Secretary (CS), and Chief Financial Officer (CFO). Companies with paid-up capital of ₹5 crore or more must mandatorily appoint a whole-time CS. Public companies above a threshold must appoint a MD/CEO and CFO.”}},{“@type”:”Question”,”name”:”What are the duties of a Company Secretary in a Private Limited Company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”A Company Secretary (CS) is responsible for ensuring compliance with the Companies Act 2013 — maintaining statutory registers, filing ROC forms (MGT-7, AOC-4, etc.), convening board meetings, drafting minutes, and advising the board on corporate governance matters. A whole-time CS is mandatorily required if paid-up capital is ₹5 crore or more.”}},{“@type”:”Question”,”name”:”How many directors must a Private Limited Company have?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”A Private Limited Company must have at least 2 directors and can have up to 15. More than 15 directors require a special resolution. At least one director must be a resident of India — defined as being present in India for at least 182 days in the preceding calendar year.”}}]}

{“@context”:”https://schema.org”,”@type”:”HowTo”,”name”:”How to Set Up the Corporate Structure of a Private Limited Company”,”step”:[{“@type”:”HowToStep”,”position”:1,”name”:”Define shareholders and their stake”,”text”:”Determine who will hold equity, in what percentage, and what rights (voting, dividend, liquidation) each class of shares carries.”},{“@type”:”HowToStep”,”position”:2,”name”:”Appoint directors (minimum 2)”,”text”:”Appoint at least 2 directors including one Indian resident. File DIN applications for those without one. Document appointments in the board resolution and subscriber sheet.”},{“@type”:”HowToStep”,”position”:3,”name”:”Designate a Managing Director or CEO”,”text”:”In practice-level companies, a managing director is appointed via board resolution to handle day-to-day management within powers delegated by the board.”},{“@type”:”HowToStep”,”position”:4,”name”:”Assign CFO and CS if required”,”text”:”If paid-up capital reaches ₹5 crore, appoint a whole-time Company Secretary. CFO is required for prescribed public companies — smaller private companies can designate a CFO voluntarily.”},{“@type”:”HowToStep”,”position”:5,”name”:”Draft authority matrix”,”text”:”Define approval thresholds — what decisions the MD can take unilaterally, what requires board approval, and what requires shareholder approval via Special or Ordinary Resolution.”}]}

CA Madhusmita Padal

CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.