Convert Pvt Ltd to Public Limited Company

How It Works

1. 1

   Board Meeting to Recommend Conversion

   Convene a Board of Directors meeting with proper notice to consider and recommend the conversion of the company from Private Limited to Public Limited. The board resolution must authorise the alteration of the Memorandum and Articles of Association and fix the date of the Extraordinary General Meeting.

2. 2

   Issue Notice of EGM and Pass Special Resolutions

   Issue a notice of the Extraordinary General Meeting with at least 21 clear days' notice to all shareholders, along with an explanatory statement under Section 102 of the Companies Act, 2013. At the EGM, pass special resolutions for alteration of the MoA (removal of the word 'Private' from the name) and alteration of the AoA (deletion of all private company restriction clauses).

3. 3

   File Form MGT-14 Within 30 Days

   File Form MGT-14 with the Registrar of Companies within 30 days of passing the special resolutions, enclosing certified copies of the altered MoA and AoA and the minutes of the EGM. This filing is mandatory for special resolutions under Section 117 of the Companies Act, 2013 and non-compliance attracts heavy penalties.

4. 4

   File Form INC-27 for Conversion

   File Form INC-27 (application for conversion of a private company into a public company) with the Registrar of Companies. Attach the special resolutions, the list of members and creditors with an auditor's certificate, a declaration from the directors, the altered MoA and AoA, and payment of the prescribed filing fee.

5. 5

   Registrar Issues Fresh Certificate of Incorporation

   Upon being satisfied that all requirements have been complied with, the Registrar of Companies issues a fresh Certificate of Incorporation acknowledging the conversion. The CIN of the company is updated to reflect the public company status and the name is changed to remove 'Private.'

6. 6

   Post-Conversion Compliance and Governance Setup

   Update the company name on all contracts, letterheads, bank accounts, licenses, and statutory registrations. Appoint additional directors if needed to meet the minimum of three, appoint a Company Secretary if applicable, constitute mandatory board committees, and assess SEBI compliance obligations if a listing or public issue is planned.