Conversion of Public Ltd to Pvt Ltd

Applicable Sections

• Section 14: alteration of articles, including conversion from public to private.
• Section 13: if any change in name is required as part of the conversion.
• Section 101 / 102: general meeting notice and explanatory statement requirements.

Key Timelines

• Board meeting notice:  at least 7 days before the board meeting.
• EGM notice: at least 21 days before the general meeting.
• MGT-14 filing: within 30 days of passing the special resolution.
• RD-1 filing: within 60 days of the special resolution.
• Effectiveness: conversion becomes effective only after the approval order and fresh certificate of incorporation, if issued.

Procedure

1. Hold a board meeting and approve the proposal to convert the company from public to private.
2. Approve amended MoA and AoA, including private company restrictions.
3. Issue notice of EGM with the explanatory statement.
4. Pass a special resolution in the general meeting.
5. File MGT-14 within 30 days.
6. File RD-1 with the Regional Director within 60 days, along with the prescribed attachments.
7. After approval, update statutory records, PAN, bank details, stationery, and other business documents.

Conditions to Note

A private company must comply with the basic characteristics of a private company, including restrictions on share transfer, limits on members, and prohibition on public invitation to subscribe securities.

The company should also ensure there are no unresolved creditor, debenture holder, or statutory issues before seeking conversion, because notice and objections form part of the approval process.corpzo+1

Documents Required

• Board resolution.
• Notice and explanatory statement for EGM.
• Special resolution.
• Altered MoA and AoA.
• List of creditors and debenture holders.
• Affidavits, declarations, and supporting financial documents.
• Form MGT-14 and Form RD-1 with attachments.legalwindow+2

Public Company into Private Company

We assist with conversion of a public company into a private limited company, including board approvals, amendment of constitutional documents, filing of MGT-14 and RD-1, and compliance support until approval is received. The process becomes effective after the competent authority grants approval and the company completes the post-conversion updates.