How to Convert a Private Ltd. Co. into Public Ltd.

The benefit of converting a Private Ltd. into a Public Ltd. Company

• Shares become public.

• Can raise resources in a large number

What is the Process?

1. Removal of “Private Limited.” from the name.
2. Alteration of “Articles of Association” (AoA) and “Memorandum of Association”(MoA).
   • AoA:- It is a document that describes a company’s rules and regulations, how it operates, and defines its purpose.
   • MoA:- It is a legal document prepared during the registration of a company.
     • MoA represents the charter of the company.
       • The contents of the MoA include the Name Clause,
       • Objects Clause
       • Situation clause
       • Liability clause
       • The doctrine of ultra-vires clause

STEPS TO BE FOLLOWED

1. Notice to be issued to the Board of Directors stating that a meeting is to be scheduled regarding conversion. That meeting is known as Board Meeting.
2. In that Board meeting date, time, and venue for the General Meeting is to be decided.
   • Board Resolution is to be passed in the Board Meeting.
3. General Meeting is for shareholders. In this meeting, shareholders will give approval for the conversion of the company.
   • A Special Resolution is to be passed in the General meeting.
   • Consent will be obtained for the alteration of AoA & MoA.
4. Thereafter, the company has to file Form MGT-14 with the concerned ROC within 30 daysof the Special Resolution being passed. MGT-14 is to be found on the official website of the Government of India Ministry of Corporate Affairs.
   • Ministry Of Corporate Affairs – Forms & Downloads (mca.gov.in)
   • Documents Required along with MGT-14 are mentioned below:-
     • Certified copy of the Special Resolution.
     • Certified copy of the Board Resolution.
     • Notice of EGM with explanations.
     • Copy of altered AoA and MoA.
5. The applicant has to file the INC-27 Form with the Registrar within 15 days of passing of the special resolution.
   • Documents required along with the INC-27 Form are mentioned below:-
     • Altered copy of AoA and MoA.
     • Minutes of member meetings.
     • List of members with the number of shares held.
     • Details of members voting in favor.
6. Finally, the Registrar will issue a new Certificate of Incorporation for your Public Company(previously private Ltd.).