A company already registered in one class can convert into another by amending the memorandum and articles of association of the company. A request in this regard must raise to the Registrar office. The Registrar office, ensuring that all provisions fulfill, closes the old registration of the company. After registering the documents relating to the conversion, the registrar issues a certificate of incorporation. The transformation of a company does not affect debts, debts, and obligations. These debts, commitments, obligations, and contracts can perform as if there were no such conversion.

How to apply

Procedure for converting a Private limited company into a Public limited company

1. Convening meeting of the board of directors: Issue an opinion following the provisions of Article 173 (3) of the Companies Act 2013 for holding a meeting of the board of directors. The main agenda for this Council meeting would be:
2. Passing a resolution to the board to obtain approval in principle from the directors of a private company to a public company by amending the AOA.
3. Set the date, time, and place for an Extraordinary General Meeting (EGM) to obtain shareholder approval, by special resolution, for the conversion of a private company to a public company.
4. Approving the notice of EGM agenda and the explanatory statement to be annexed with notice of convocation for the general meeting following article 102 (1) of the Companies Act of 2013.
5. Authorize the director or company secretary to issue a notification to the extraordinary General Meeting (EGM) approve by the board under clause 1 (c) mentioned above.
6. Pass a resolution to increase the number of directors up to 3, if the directors are less than 3.

Publication of the AGM notice: issue a notice convening the extraordinary general meeting (EGM) to all members, directors, and auditors of the company following the Section 101 of the Companies Act 2013;

1. Holding of the Extraordinary General Meeting: Hold the Extraordinary General Meeting (EGM) on the scheduled date and adopt the necessary special resolution, to obtain the approval of the shareholders for the conversion of the private company into a public company with modification of the articles of association under Section 14 for such conversion.
2. Filing of the ROC form: For the modification of the article of association for the conversion of a private company into a public company under section 14, few electronic formations will put in place with the registrar of companies concerned at different steps, according to the details below:

 

1. Electronic Form MGT.14 - In the event of an amendment to the article of association for the conversion of a private company to a public company, a special resolution must pass under Section 14. Accordingly, following section 117 (3) ( a), a copy of this particular resolution to be filed with the ROC by filing form MGT.14 within 30 days after passing resolutions in EGM.

Following Rule 33 of the Company Rules (Incorporation) 2014, to effect the conversion from a private company to a public company or vice versa, the request must be filed on form No. INC-27 with costs. Consequently, an application for the transformation of a private company into a public company must file in the electronic form INC.27 with the ROC concerned, all the necessary annexures with the prescribed fees.

Following section 18, after receiving documents for the conversion of a private company to a public company, ROC will ensure that the company has complied with the provisions required for the registration of the company. If satisfied, the ROC (Registrar of Companies) will close the old registration number and issue a new certificate of incorporation, after registration of the documents submitted for change of company class.

How can Legalo help you

Our diligent team will provide you legal and professional assistance in converting your private limited company to a public limited company, contact us here to see how we can help you.