Conversion of Public Limited Company to Private Limited Company
Comprehensive support for converting a public limited company into a private limited company while ensuring compliance with legal procedures.Plan Overview
Converting a Public Limited Company to a Private Limited Company can offer benefits such as reduced compliance requirements, greater operational flexibility, and enhanced control over company affairs. This process is governed by Sections 13 and 14 of the Companies Act, 2013, along with Rule 41 of the Companies (Incorporation) Rules, 2014.Services Included
Documents Required
Board Resolution for Conversion
Certified true copy of the resolution passed by the Board of Directors to propose the conversion.
Notice of General Meeting (EGM)
Draft of the notice sent to shareholders for convening the Extra-Ordinary General Meeting (EGM).
Special Resolution Passed in EGM
Copy of the resolution passed by shareholders approving the conversion.
Altered MOA & AOA
Updated Memorandum of Association (MOA) and Articles of Association (AOA) reflecting the change in company type and required modifications.
Declaration by Directors
Declaration confirming that the company is not listed on any stock exchange and complies with the necessary provisions.
Affidavit/Declaration by Key Managerial Personnel
Confirming the truthfulness and correctness of documents and compliance.
List of Creditors and Debenture Holders
A certified list of creditors and debenture holders as on the latest date (usually not older than 30 days), along with their consent or no-objection certificate (NOC).
Auditor’s Certificate
Certifying that the company has no outstanding dues and that the creditors' list is accurate.
Minutes of the EGM
Where the special resolution was passed.
Form MGT-14 (within 30 days of passing the Special Resolution)
To be filed with the Registrar of Companies (ROC) with the necessary attachments (resolution, altered MOA/AOA).
Form INC-27
Application for conversion from public to private company, filed with the ROC.
NOC from Regulatory Authority (if applicable)
If the company is regulated by any sectoral regulator (like SEBI, RBI, IRDAI), their NOC may be required.
Optional Attachments (if applicable):
- Copy of the PAN of the company
- Certificate of Incorporation
- List of directors and shareholders
Process
15-20 Days Estimate
Board Meeting:
- Convene a Board Meeting to pass a resolution approving the conversion and to schedule an Extraordinary General Meeting (EGM) for shareholder approval.
Issue Notice for EGM:
Send notices to all shareholders, directors, and auditors, specifying the agenda, date, time, and venue of the EGM.
Hold an Extraordinary General Meeting (EGM):
Conduct the EGM to pass a special resolution approving the conversion and the necessary alterations to the Memorandum of Association (MoA) and Articles of Association (AoA).
File Special Resolution with ROC:
- Submit Form MGT-14 to the Registrar of Companies (ROC) within 30 days of passing the special resolution, along with the altered MoA and AoA.
Application to Regional Director:
- Prepare and apply conversion with the Regional Director (RD) using Form RD-1, including necessary documents such as the minutes of the EGM, altered MoA and AoA, and declarations confirming compliance with statutory requirements.
Publication of Advertisement:
Publish a notice of the conversion application in a widely circulated newspaper (both English and vernacular) and serve individual notices to existing creditors and debenture holders, if any.
Obtain Approval from Regional Director:
- If no objections are received within 21 days of publication, the RD may approve the conversion. In case of objections, a hearing may be conducted before a decision is made.
File Approval with ROC:
- Submit the RD's approval order to the ROC using Form INC-28 within 30 days of receiving the order.
Obtain Fresh Certificate of Incorporation:
Upon processing, the ROC issues a fresh Certificate of Incorporation reflecting the company's status as a Private Limited Company.