Conversion of Private Limited To Public Limited Company

Process of Private Ltd to Public Ltd Company Registration Process?

BOARD MEETING BOARD MEETING ISSUE NOTICE in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. The main agenda for this Board meeting would be increased in No. of Directors((Minimum 3 Directors) and the authorized capital of the company.

Approval; Board members shall convene a Board Meeting to approve the proposal of conversion of the Private Company into a Public Company and circulate the draft notice of Extra Ordinary General Meeting as the conversion requires member’s approval in General Meeting.

ROC FORM FILING File Form INC 27 to the ROC concerned, with all the necessary annexure and with prescribed fee E- Form MGT.14- Notice of EGM along with a copy of the explanatory statement under section 102 with Certified True copy of Special Resolution

Issue of New Certificate of Corporation If ROC satisfied then ROC shall close the former registration and issue a fresh certificate of incorporation, after registering the documents submitted for a change in class of company.

Why private Limited Company should be converted into Public Limited Company?

The main advantage for public Company is that the Company can raise funds at a large scale without approaching the banking system and reducing debt. Where in the case of private Companies which are privately owned, all the funds are raised by existing members, promoters and shareholders.

If a private company goes public then the risk is also shared among no. of shareholders. Public companies if get listed then they get indirect promotions and endorsements through stock exchange websites where their stocks are listed.

A public company can expand by merging or amalgamating with other companies and getting additional benefits of market, assets, monopolies etc.

Procedure to Convert Private Company into Public Company

Board members shall convene a Board Meeting to approve the proposal of conversion of the Private Company into a Public Company and circulate the draft notice of Extra Ordinary General Meeting as the conversion requires member’s approval in General Meeting.

Day, date, time for convening General Meeting shall be fix by Board and Clear notice of 21 days shall be given to a member for the General Meeting.

General Meeting shall be conducted where the proposal of conversion of Private Company into Public Company shall be passed.

Resolution for alteration of Memorandum and Articles of Association shall also put to motion and passed by a Special Resolution where the restrictions imposed on Private Company shall be eliminated to convert it into public Company and the word ‘Private’ shall be deleted from the name of the company.

Form INC-27 shall be filed with Registrar of Companies within 30 days of passing Special Resolution for conversion with altered Memorandum & Articles of association.

Form MGT-14 shall be filed with Registrar of Companies within 30 days of passing Special Resolution to file a copy of Special Resolution.

Points to remember

The Authorized Capital of the Company should be at least Rs. 5 Lakhs and if it is less than the Company has to increase its Authorized Capital to Rs. 5 Lakh. (Click Here for Increasing Authorized Capital)

Increasing the Number of directors to minimum Three (3) if there is less than that. (Click Here for Increasing Number of Directors)

Documents required for Conversion of Private Limited Company into Public Limited Company

1. Notice calling General Meeting (download sample format)

2. A certified true copy of the Special Resolution(download sample format)

3. Minutes of the Special Resolution (download sample format)

4. Altered AOA

5. Altered MOA

After filing of above documents with Registrar, it will issue a fresh Certificate of Incorporation to the Company after satisfying itself that the Company has complied with the valid procedure and have provided valid and correct documents of the Company. The Fresh Certificate of Incorporation shall be valid proof that the Company is converted into a Public Company and can operate as a Public Limited Company.

Total time consumed to complete the procedure of conversion

Preparing and Filing of Form MGT-14 with Registrar and approval of the same within 4-5 working days.

Preparing and filing of Form INC-27 with Registrar and approval of the same within 5-6 working days.

Fresh Certificate of Incorporation shall be issued when Firm INC-27 is approved by Registrar.

Post Conversion formalities

Intimation to all authorities like sales tax, Excise etc about the name and status change of the Company.

Applying of new Pan Card of the Company for a new name.

Updating concerned Bank about the new name.

Printing of New MOA & AOA of the Company and making changes according to Public Limited Company if any which contradicts the AOA of Public Company with Private Company.

Penal Provisions

Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles. If a company makes any default in complying with this then the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every copy of the memorandum or articles issued without such alteration.

How "The Account Masters" will Help you for Conversion of Private Limited To Public Limited Company Registration Process?

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