Conversion of Private Limited Company to Public Limited Company
Comprehensive support for converting a private limited company into a public limited company, ensuring adherence to legal formalities.Plan Overview
Converting a Private Limited Company to a Public Limited Company is a strategic decision that allows businesses to raise capital from the public, enhance their market presence, and benefit from increased credibility. A Public Limited Company (PLC) can offer its shares to the general public and has fewer restrictions on share transfers compared to a Private Limited Company. This transition is governed by the Companies Act, 2013, and involves specific legal procedures to ensure compliance with regulatory standards.Services Included
Documents Required
To facilitate the conversion, the following documents are typically required:
Memorandum of Association (MoA) and Articles of Association (AoA): Revised to reflect the company's new status as a Public Limited Company.
Board Resolution: Documented approval from the Board of Directors for the proposed conversion.
Special Resolution: Approval from shareholders obtained during the Extraordinary General Meeting (EGM) for the conversion and necessary alterations to the MoA and AoA.
List of Shareholders and Directors: Updated details of all shareholders and directors, including their identification and address proofs.
Declaration by Directors: A statement confirming that the company has not defaulted on any payments to creditors and that the conversion complies with all applicable laws.
Audited Financial Statements: The company's financial statements for the past three years, duly audited.
Application Forms: Forms MGT-14 and INC-27, required for filing resolutions and applications for conversion with the Registrar of Companies (ROC).
Process
15-25 Days Estimate
Convene a Board Meeting:
- Issue a notice to all directors at least 7 days prior to the meeting, specifying the agenda.
- Pass a resolution to approve the conversion and schedule an Extraordinary General Meeting (EGM) to seek shareholders' approval.
- Authorizing a director or company secretary to carry out necessary formalities.
Hold the Extraordinary General Meeting (EGM):
- Send notices to all shareholders, directors, and auditors at least 21 days before the EGM.
- Pass a special resolution approving the conversion and the amendments to the MoA and AoA.
File Resolutions with the Registrar of Companies (ROC):
- Submit Form MGT-14 within 30 days of passing the special resolution, along with certified copies of the resolution and the altered MoA and AoA.
Apply for Conversion:
- File Form INC-27 with the ROC, including the necessary attachments such as the special resolution, altered MoA and AoA, and a declaration by directors confirming compliance with all legal requirements.
Obtain Fresh Certificate of Incorporation:
Upon verification of the submitted documents, the ROC will issue a new Certificate of Incorporation, officially recognizing the company as a Public Limited Company.
Update Company Stationery and Records:
Ensure that all company documents, letterheads, signboards, and records reflect the new status and name of the company.
Comply with Post-Conversion Requirements:
- Increase the number of directors to at least three if not already in place.
- Ensure that the minimum number of shareholders is seven.
- Adhere to additional compliance requirements applicable to Public Limited Companies, such as appointing independent directors and forming audit committees, if applicable.