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Conversion of Private Limited Company to Public Limited Company

Conversion of a Private Limited Company into a Public Limited Company

Converting a Private Limited Company into a Public Limited Company under the Companies 
Act, 2013 involves several key steps and compliance with specific regulatory requirements to ensure 
successful implementation.
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    Regulatory Requirements:

    • Applicable Section(s): Section 14 of the Companies Act, 2013
    • Applicable Rule(s): Rule 33 of the Companies (Incorporation) Rules, 2014

    Note: A private company with only two directors must appoint at least one additional director upon conversion to meet the requirement of a minimum of three directors. Similarly, if the company has fewer than seven members, the number of members must be increased to at least seven upon conversion.

    Steps to Convert a Private Company into a Public Company

    • Applicable Section(s): Section 14 of the Companies Act, 2013
    • Applicable Rule(s): Rule 33 of the Companies (Incorporation) Rules, 2014

    Note: A private company with only two directors must appoint at least one additional director upon conversion to meet the requirement of a minimum of three directors. Similarly, if the company has fewer than seven members, the number of members must be increased to at least seven upon conversion.

    A. Board Meeting

    • Issue the Board meeting notice as per Section 173(3) of the Companies Act, 2013 and SS-1.
    • Agenda: Approve the increase in the number of directors (minimum 3), authorize capital increase if needed, and set the date for the EGM to approve the Articles of Association (AOA) alteration and conversion to a public company.

    B. Notice of General Meeting

    • Send written notice for the EGM at least 21 days in advance to all directors, members, and auditors, as per Section 101 of the Companies Act, 2013 and SS-2.

    C. Convening the General Meeting

    • Ensure quorum and auditor presence.
    • Pass a special resolution to alter the AOA for conversion to a public company as per Section 27(1) of the Companies Act, 2013.

    D. Filing with the Registrar of Companies (ROC)

    1. E-Form MGT-14:
    • File within 30 days of the EGM’s special resolution with the ROC.
      Attach: EGM notice, special resolution, altered MOA & AOA, and attendance sheet.
    1. E-Form INC-27:
    • After MGT-14, file INC-27 to apply for conversion to a public company.
      Attach: EGM minutes, altered AOA, and any additional ROC-required documents.
    1. E-Form DIR-12:
    • If new directors are appointed, file DIR-12 within 30 days.
    • ROC will issue a new certificate of incorporation for the public company.

    Conclusion

    Converting a private company into a public limited company under the Companies Act, 2013 involves a structured process of board resolutions, shareholder approval, and regulatory filings with the ROC. This conversion unlocks opportunities for raising public capital, but it requires careful attention to legal procedures, including filing forms and updating corporate records.

    If you need assistance with the conversion process or have any related queries, feel free to contact us. We can guide you through each step and ensure compliance with all regulatory requirements.