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Conversion of Pvt Ltd to Public Ltd
A private limited company can be converted into a public limited company by altering its Articles of Association, removing the “Private” word from its name, and completing the required MCA filings. The conversion is generally governed by Sections 13, 14 and the relevant conversion provisions under the Companies Act, 2013, with MGT-14 and INC-27 as the key forms.
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Applicable Sections
- Section 13: alteration of memorandum for name change.
- Section 14: alteration of articles to remove private company restrictions.
- Section 101: 21 days’ notice for general meeting.
Key Conditions
- The company should have at least 7 members for a public company.
- The company should have at least 3 directors if required for public company compliance.
- The Articles must be amended to remove restrictions applicable to a private company, such as restrictions on share transfer, member limit, and public invitation prohibition.
Timelines
- Board meeting: first step to approve the proposal and draft amendments.
- EGM notice: at least 21 days before the general meeting.
- MGT-14: file within 30 days of passing the special resolution.
- INC-27: file after passing the special resolution for conversion; the company then waits for RoC approval and fresh incorporation certificate.
- The conversion becomes effective only after the fresh Certificate of Incorporation is issued by the RoC.
Procedure
- Convene a board meeting and approve conversion.
- Approve draft amended MoA and AoA.
- Issue EGM notice to shareholders, directors, and auditors.
- Pass a special resolution in the EGM.
- File MGT-14 within 30 days.
- File INC-27 with the required attachments.
- Receive the fresh certificate of incorporation from the RoC.
Documents Required
- Board resolution.
- Notice and explanatory statement for EGM.
- Special resolution.
- Altered MoA and AoA.
- EGM minutes.
- Updated list of directors and shareholders.
- Company incorporation certificate and supporting MCA attachments.
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