Convert a private company into a public one

Do you wish to covert the private limited company into public one. There are some procedures to be followed under the act.

Take the necessary decision of conversion by convening a board meeting by giving not less than 21 days. The notice in writing and fix up the place,agenda and time for calling a general meeting to change the Articles of Association and so, the name, by special objects.

In the aforesaid board meeting also take the decision of increasing the paid-up capital to any amount as is considered appropriate. It may be noted that the requirement of having a minimum threshold paid up capital for both private and public limited companies has been withdrawn through the companies act 2015 by amendments made to section 2(68) and 2(71) of the 2013 act.

Convert Private Company into Public

See if the quorum of two members particularly instant exists. The general meeting and pass the special resolution to the following result:

(a) To delete those articles which are required to included in the Articles of a Private Company only. Such other articles which do not apply to a Public Company should be deleted and those which apply should be increased.

(b) Consequent to the above changes, to delete the word “private” from its name.

Register the explanatory statements and  the special resolutions passed with the concerned ROC in e-Form MGT-14 within thirty days of their passing.

For effecting conversion of a Private Company into Public Company and vice-versa the application has to be filed in e-Form INC-27.

While filing the aforesaid e-Form electronically register the copy of the explanatory statement and the special resolution with the said e-Form as attachments.

The e-Form is signed the director or manager or CEO or CFO of the company duly authorised by the board of directors.

The same requirement of filing the special resolution within the period of 30 days from the date of its passing or within the extended time allowed by the registrar under section 403 by payment of additional fees. The same offence is compoundable.

Make an application to the concerned ROC in e-Form INC-24 for the issue of a fresh certificate of incorporation in the changed name, viz, the existing name with the word “private” deleted. After getting your fresh certificate,

On issue of such fresh certificate, the change of name of the converted company shall be final and complete.

If the company has less than three directors, then increase the number of directors to three.

If the company has less than seven members, then increase the number of members to seven.

The company becomes a Public Company and the Special Resolution to modify the articles to make it a Public Company is passed. The change in its name becomes valid and whole, because of the issue of  fresh Certificate of Incorporation by the concerned ROC in the changed name.

Keep in mind that necessary alteration in the Memorandum of Association of the company will also be made by the concerned ROC on its own immediately after issuing of fresh certificate of incorporation in the name altered. It is effected by the conversion of the company from public to private. The name change shall not affect any obligations or rights of the company.

The Corporate Identity Number (CIN) of your company will also change of the status of your company.

For converting your private limited company into public click here.

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