Quick answer: A listed company has its shares traded on a licensed stock exchange, such as the JSE. An unlisted company's shares aren't traded on an exchange. Almost every small business is unlisted: most are private companies – (Pty) Ltd, which can't offer shares to the public at all. Only public companies – Ltd can offer shares to the public, and even most of those aren't listed.
Private, public, listed and unlisted
It helps to separate two questions.
Is the company private or public?
A private company – (Pty) Ltd may not offer its shares to the public, and its MOI restricts the transfer of shares.
A public company – Ltd may offer its shares to the public.
Is the company listed?
A listed company has shares admitted to trading on a licensed exchange. It must be a public company.
An unlisted company doesn't. Every private company is unlisted, and many public companies are too.
Key differences
| Unlisted private company | Unlisted public company | Listed public company | |
|---|---|---|---|
| Can offer shares to the public | No | Yes | Yes |
| Shares traded on an exchange | No | No | Yes |
| Audit | Depends on public interest score and activities | Required | Required |
| Company secretary and audit committee | Usually not required | Required | Required |
| Extra rules | Companies Act | Companies Act | Companies Act, exchange listings requirements and stricter governance |
| Typical example | Most SMEs | Some larger or investor-funded companies | JSE-listed groups |
What this means for SME owners
You almost certainly need a (Pty) Ltd, not a public company. It's cheaper to run and has far fewer compliance requirements.
You can still bring in investors as a private company. You just can't advertise shares to the general public. Investors usually come in through a private placement, a shareholders' agreement and often a customised MOI.
Selling shares in your private company needs to follow your MOI and any shareholders' agreement, which often give existing shareholders first right to buy.
Why a company would list
Companies list to raise capital from the public, let existing shareholders sell their shares more easily, and raise their profile. The trade-off is heavy regulation, public disclosure of results, higher costs and loss of privacy. It's a step for established businesses, not start-ups.
Audit or independent review for private companies
Whether a private company needs an audit or an independent review mainly depends on its public interest score, which is based on factors like employees, turnover, third-party liabilities and the number of shareholders, and on whether it holds assets for others. Many owner-managed companies qualify for an independent review, or are exempt when every shareholder is also a director. Your accountant can calculate your public interest score each year.
Frequently asked questions
Is a (Pty) Ltd a listed company?
No. A private company can't offer its shares to the public, so it can't be listed.
Can an unlisted company have many shareholders?
Yes. A private company can have many shareholders. It just can't offer shares to the public.
Do unlisted companies need audited financial statements?
Public companies do. For private companies, it depends on the public interest score and other factors.
How do I invest in an unlisted company?
Usually by agreement with the company and its existing shareholders, not on an exchange.
Choosing the right structure
Smartbook helps owners choose and maintain the right company structure, and prepares annual financial statements at the right level of assurance. Email hello@smartbookie.co.za or contact us.
Last reviewed: 2 October 2026. General guidance, not legal or investment advice.