🔷 PRIVATE LIMITED TO PUBLIC LIMITED COMPANY CONVERSION

(Sections 13, 14 & 18 of Companies Act, 2013 read with relevant Rules)

🔹 KEY LEGAL PROVISIONS

Section 14 – Alteration of Articles

Section 13 – Alteration of Name Clause

Section 18 – Conversion of companies

Rule 33 & 29 – Companies (Incorporation) Rules, 2014

🔹 BASIC ELIGIBILITY CONDITIONS

✔ Minimum 7 members

✔ Minimum 3 directors

✔ Articles must remove private company restrictions

✔ Name to remove word “Private”

✔ Share capital to be adequate as per business plan

🧭 STEP-BY-STEP PROCEDURE (PRACTICAL)

🔹 STEP 1: BOARD MEETING – APPROVAL FOR CONVERSION

📄 NOTICE OF BOARD MEETING

Writing

NOTICE OF BOARD MEETING

Notice is hereby given that a meeting of the Board of Directors of __________________ Private Limited will be held on __________ at __________ to consider conversion of the Company into a Public Limited Company, alteration of MOA & AOA and to convene an Extra-Ordinary General Meeting.

Director

📄 BOARD RESOLUTION – CONVERSION APPROVAL

Writing

BOARD RESOLUTION

RESOLVED THAT pursuant to Sections 13, 14 and 18 and other applicable provisions of the Companies Act, 2013, approval of the Board be and is hereby accorded for conversion of the Company from Private Limited Company into Public Limited Company.

RESOLVED FURTHER THAT the name of the Company be changed from __________________ Private Limited to __________________ Limited.

RESOLVED FURTHER THAT draft altered Memorandum and Articles of Association be approved.

RESOLVED FURTHER THAT an Extra-Ordinary General Meeting be convened and Mr. __________, Director, be authorized to issue notice thereof.

RESOLVED FURTHER THAT Mr. __________ be authorized to file necessary forms with ROC.

🔹 STEP 2: NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Writing

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting of the members of __________________ Private Limited will be held on __________ at __________ to consider and, if thought fit, to pass the Special Resolutions for conversion of the Company into a Public Limited Company and alteration of MOA & AOA.

🔹 STEP 3: SPECIAL RESOLUTION (EGM)

📄 SPECIAL RESOLUTION – PRIVATE TO PUBLIC

Writing

SPECIAL RESOLUTION

RESOLVED THAT pursuant to Sections 13, 14 and 18 and other applicable provisions of the Companies Act, 2013, consent of the members be and is hereby accorded for conversion of the Company from Private Limited Company into Public Limited Company.

RESOLVED FURTHER THAT the name of the Company be changed from __________________ Private Limited to __________________ Limited.

RESOLVED FURTHER THAT the Memorandum and Articles of Association of the Company be altered accordingly by deleting all private company restrictions.

RESOLVED FURTHER THAT the Board be authorized to file necessary forms with ROC.

🔹 STEP 4: MINUTES OF EXTRA-ORDINARY GENERAL MEETING

Writing

MINUTES OF EXTRA-ORDINARY GENERAL MEETING

The Chairman explained the proposal for conversion of the Company into a Public Limited Company.

After discussion, the Special Resolution was passed unanimously.

The meeting concluded with a vote of thanks.

Chairman

📕 ALTERATION OF MOA (KEY CLAUSES)

🔹 NAME CLAUSE

Writing

The name of the Company is __________________ Limited.

🔹 CONVERSION CLAUSE

Writing

The Company was originally incorporated as a Private Limited Company and has been converted into a Public Limited Company pursuant to Sections 13, 14 and 18 of the Companies Act, 2013.

📘 ALTERATION OF AOA (MOST CRITICAL)

❌ DELETE PRIVATE COMPANY RESTRICTIONS

(Remove clauses relating to:)

Restriction on transfer of shares

Limit of 200 members

Prohibition on public invitation

✅ PUBLIC COMPANY AOA CLAUSE

Writing

The Company is a Public Limited Company and the Articles do not contain any restrictions applicable to a private company under the Companies Act, 2013.

🧾 STEP 5: ROC FILINGS

Form

Purpose

Time Limit

MGT-14

Special Resolution

30 days

INC-24

Name Change Approval

30 days

INC-27

Conversion Filing

15 days

DIR-12

Director appointment (if any)

30 days

📎 Attachments:

Board Resolution

Special Resolution

Altered MOA & AOA

EGM Notice & Minutes

🔹 STEP 6: ROC APPROVAL

ROC issues Fresh Certificate of Incorporation

Status changes to Public Limited Company

📌 POST-CONVERSION COMPLIANCES

✔ Update PAN & TAN

✔ GST amendment

✔ Bank account update

✔ Letterheads, invoices & website

✔ Inform stock exchanges (if proposed listing)

💰 TAX & GST ADVISORY

✔ No capital gains tax

✔ No transfer of assets

✔ GST credit continues

✔ No stamp duty on conversion

⚠️ COMMON ROC REJECTION REASONS

Issue

Solution

Private clauses not removed

Clean AOA

Name mismatch

INC-24 correction

Less than 7 members

Add shareholders first

MGT-14 delayed

File within time