How To Convert A Private To Public Limited Company?

How To Convert A Private To Public Limited Company?

Let us have a brief understanding on how to convert a private to public Limited company.

Private Limited Company

It is a company that is privately held for small businesses. The liability of the members of a private limited company is restricted to the number of shares respectively held by them. The shares of a private limited company can’t be traded.

Public Limited Company

A company whose shares are traded on a stock exchange and can be purchased and traded by anyone. It is also called a publicly held company. As the name suggests, a public limited company is a company that offers company shares to the general public. The Company’s Act 2013 also defines a public limited company as “one that has limited liability and offers company shares to the public. Anyone can acquire the stocks of such a company either through stock-market trading or via IPOs ( Initial Public Offerings).”

Benefits of a Public Limited Company

Quick Share Transfer

Shareholders of a public limited company can transfer their shares with great ease. They need to file the share transfer form and hand over the share certificate to the buyer.

Raise Capital

The advantage that you can leverage it to raise capital from the general public through shares. This would, however, require listing on a stock exchange. All public limited companies can issue fixed deposits, debentures, convertible debentures to the general public.

Greater Credibility

Public limited companies need to disclose their audited statement of accounts, inform the regulatory bodies of any structural change, and hold annual general body meetings for all shareholders. These compliance procedures bring a great deal of credibility to the organization.

Checklist requirements

  • DSC (Digital Signature Certificate) and DIN ( Director Identification Number ) of two directors.
  • Preparation of MOA ( Memorandum of Association ) and AOA ( Articles of Association).
  • PAN ( Permanent Account Number ) and TAN ( Tax Deduction and Collection Account Number) card.
  • Name search, application and name reservation.
  • CIN (Certificate of Incorporation).

What is the process of converting privately limited to a public limited company?

A company already enrolled in a class may change itself as a company of another class by modification of memorandum and articles of the company. An application in this regard is required to be made to the registrar. The registrar after being convinced that all steps comply with the requirements, then it shall close the former registration of the company. After registering the documents related to the conversion, the Registrar shall issue a certificate of incorporation. The transformation of a company shall not assume any debt, claim, liabilities, and obligations. Such debt, liabilities, and contracts may be enforced and executed as if there is no such exchange.

Detailed process :

  • Calling of Board Meeting: Issue notices according to the provisions of section 173(3) of the Companies Act, 2013, for converting a meeting of the Board of Directors. The main objective of this Board meeting would be: Pass a board resolution to get in-principal permission of directors for the conversion to a public company from a private limited company by altering the AOA(articles of association).
  • To get the approval of shareholders, fix the date, time and place for holding an Extra-ordinary General meeting (EGM) , by way of Special resolution, for converting a private company into a public company.
  • To approve the notice of EGM with agenda and statement to be added to the notice of General Meeting, as per section 102(1) of the Companies Act, 2013.
  • To delegate the Director or CS to issue Notice of the (EGM) as recommended by the board under article 1(c) mentioned above.
  • Pass Board resolution for an increase in the number of directors up to 3, if the number of directors is less than 3.
  • Issue of EGM Notice: Issue Notice of the Extra-ordinary General Meeting (EGM) to all members and affiliates, directors and the auditors of the company.
  • The holding of EGM meeting: It holds the Extra-ordinary General meeting on the due date, and transfers the required Special Resolution, to get the shareholder’s support for conversion of private company into a public company along with alteration in articles of the agreement, under section 14 for such conversion.
  • Registrar of Company(ROC) filing: For alteration in the AoA for the conversion, few E-forms will be filed and registered with the concerned RoC.
  • E-form- For filing special resolution with ROC, passed for conversion of private company into a public company.
  • In case of modification in Article of Association for the conversion to a public company special resolution, it requires to be passed under section 14.

    According to section 117(3)(a), a copy of this special resolution is expected to be filed with the concerned ROC through the filing of form MGT.14 within 30 days of passing the resolution in the EGM.

  • According to Rule 33 of Companies (Incorporation) Rules, 2014, for converting a private company into a public company, the application shall be listed in Form No. INC-27 with the fee.
  • After receiving the documents for the conversion, ROC shall convince itself that the company complies with the necessary provisions for registering a company.
  • If so convinced, ROC shall enclose the previous registration and issue a fresh certificate of incorporation of the company.

Documents needed for conversion

  • A copy of the directors’ PAN card.
  • Passport size photographs of directors.
  • Copy of Aadhar card or voter ID.
  • Copy of the rental agreement.
  • Electricity or water bill (Business place).
  • The copy of property papers, if it is owned.
  • Landlord NOC (No Objection Certificate) for providing the format.

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