Conversion of Pvt Ltd to
Public Ltd

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    Converting a private limited company into a public limited company enables access to public capital markets, enhances transparency, and provides flexibility for growth. The conversion must comply with the procedural and regulatory requirements under the Companies Act, 2013.

    • Access to Public Funds: Enables raising capital through public issuance of shares.
    • Enhanced Credibility: Increases trust among investors, customers, and stakeholders.
    • Liquidity of Shares: Shareholders can trade shares on stock exchanges.
    • Growth Opportunities: Facilitates scaling operations and attracting institutional investors.
    • Section 14 of the Companies Act, 2013 allows the alteration of Articles of Association (AOA) to change the company type.
    • Section 18 governs the process of conversion, requiring approval from shareholders and the Registrar of Companies (ROC).
    • Filing of necessary forms like MGT-14 and INC-27 is mandatory.
    • The AOA must be amended to remove restrictions applicable to private companies.
    • A new Certificate of Incorporation (COI) is issued post-approval by the ROC.
    • The company must meet the statutory requirements for minimum paid-up capital and directors.
    • Hold a board meeting to approve the proposal for conversion.
    • Obtain shareholder approval through a special resolution.
    • Amend the MOA and AOA to align with public company provisions.
    • File necessary forms and documents with the ROC.
    • Step 1: Convene a board meeting to approve the conversion proposal.
    • Step 2: Hold an Extraordinary General Meeting (EGM) to pass a special resolution.
    • Step 3: File Form MGT-14 for approval of the special resolution.
    • Step 4: File Form INC-27 with the ROC, along with amended MOA and AOA.
    • Step 5: Obtain the Certificate of Incorporation (COI) reflecting the new status.
    • Delays in obtaining shareholder or regulatory approvals.
    • Non-compliance with statutory requirements for public companies.
    • Difficulty in meeting minimum paid-up capital and director requirements.
    • Board resolution and special resolution approving the conversion.
    • Amended MOA and AOA.
    • Details of directors and shareholders.
    • Compliance certificates and financial statements.
    • File Form MGT-14 within 30 days of passing the special resolution.
    • Submit Form INC-27 for ROC approval of the conversion.
    • Obtain the Certificate of Incorporation (COI) within 15-20 working days, subject to approval.
    • ROC Filing Fees: Rs. 5,000 to Rs. 15,000, based on authorized capital.
    • Professional Fees: For drafting documents, filing, and advisory services.
    • Estimated Total Cost: Rs. 30,000 to Rs. 75,000, depending on complexity and professional assistance.

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