How to Convert Pvt Ltd Company to Public Limited Company?

Step-by-Step Process to Convert Pvt Ltd Company to Public Limited Company

Step 1 – Call a Board Meeting

First, the directors of the company need to meet and agree on the idea of converting the company. In this meeting, they will also:

• Approve the plan to change the company from private to public
• Decide the date for a general meeting with all shareholders
• Prepare drafts of the new company documents (MOA and AOA)

Step 2 – Send Notice for the Shareholders’ Meeting

After the board meeting, send out official invitations (called notices) to all shareholders at least 21 days in advance. This notice will include details about the meeting and the changes being proposed.

Step 3 – Hold the Shareholders’ Meeting (EGM)

On the scheduled day, hold the Extraordinary General Meeting (EGM).

• During this meeting, the shareholders will vote and pass a special resolution to:
• Approve the conversion of the company
• Make changes to the company’s name, MOA, and AOA

Step 4 – File Form MGT-14

Once the resolution is passed, you need to inform the Registrar of Companies (ROC) by filing a form called MGT-14 within 30 days. This form includes:

• A copy of the resolution
• The updated MOA and AOA

Step 5 – File Form INC-27 for the Actual Conversion

Next, you must file Form INC-27 with the ROC. This is the main form used for the conversion. Along with this, you’ll need to submit:

• Meeting minutes
• List of directors and shareholders
• Updated company documents
• Declarations from the directors

Step 6 – Get a New Certificate of Incorporation

Once the ROC reviews and approves all the required documents, it issues a fresh Certificate of Incorporation bearing the new company name, confirming that your company now operates as a Public Limited Company.

Step 7 – Update Other Records

After conversion, you must update the company’s information everywhere; banks, PAN/TAN/GST records, and with any other government or legal departments. Also, notify your customers, vendors, and partners.

Required Documents to Convert Pvt Ltd Company to Public Limited Company

• Certified true copy of Board Resolution
• Notice of Extraordinary General Meeting (EGM)
• Certified true copy of Special Resolution passed at EGM
• Altered Memorandum of Association (MOA)
• Altered Articles of Association (AOA)
• Minutes of Board Meeting and EGM
• List of Directors and Shareholders
• Form MGT-14 with attachments
• Form INC-27 with attachments
• Declaration by a Director or Practicing Professional (CA/CS/CMA)
• New Company Name Approval Letter (if applicable)
• Copy of Certificate of Incorporation of the Private Limited Company
• PAN Card and ID proof of all directors
• Proof of registered office (Electricity Bill/Telephone Bill, Rent Agreement/NOC)

Benefits of Conversion from Pvt Ltd Company to Public Limited Company

• Easier Access to Capital: Public companies can raise money by selling shares to the general public, which helps in funding large projects and business expansion.
• Increased Market Visibility and Reputation: Being a public company adds credibility and improves your brand image, making it easier to attract customers, partners, and investors.
• Better Liquidity for Shareholders: Shareholders can buy and sell shares of a public company more easily, which gives them greater flexibility and more options for exiting their investments.
• Attracting Talent: Public companies often attract skilled employees by offering stock options and other incentives tied to company shares.
• Growth Opportunities: With improved access to funds and a stronger reputation, public companies have more opportunities for mergers, acquisitions, and expanding operations.
• Transparency and Compliance: Though it means more regulatory requirements, transparency builds trust with investors, regulators, and the public.
• Long term Stability: Public companies generally enjoy better access to resources, which can contribute to sustainable, long-term growth.

Conclusion

Converting a Private Limited Company into a Public Limited Company is a significant step for any business looking to grow and expand its reach. This process opens up new opportunities to raise funds, enhance credibility, and attract more investors and talent. While it involves certain legal formalities and compliance requirements, the benefits of increased capital, better market presence, and long-term stability often outweigh the challenges. By understanding the eligibility criteria and following the proper steps, companies can smoothly transition into a public limited status and unlock their full potential.

Suggested Read :

Taxs & Compliances for Pvt Ltd Company

Advantages and disadvantages of Pvt Ltd Company

ROC Compliance Form For Pvt Ltd Company

Statutory Audit For Pvt Ltd Company

Salary structure of Pvt Ltd Company in India

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