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Private Limited to Public Company Conversion | Beyonte Compliance
Business Services ยท Company Conversion

Private Limited to Public Company

Convert your Private Limited Company to a Public Limited Company โ€” special resolution to remove private company restrictions, MOA and AOA amendment, INC-27 filing and new Certificate of Incorporation from ROC.

  • ๐Ÿ›๏ธ Pvt to Public
  • ๐Ÿ“„ INC-27 Filing
  • ๐Ÿข Special Resolution
  • โœ… MOA/AOA Change
  • ๐Ÿ“ฌ New CoI
๐Ÿ›๏ธ

Convert your company to a Public Limited Company

Share your company details. We handle the special resolution, MOA/AOA changes and INC-27 filing.

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What We Handle

A complete private limited to public company package

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Special Resolution

Special resolution to alter the company name (remove 'Private'), amend MOA and AOA to remove private restrictions.

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MOA & AOA Amendment

MOA name clause updated โ€” AOA amended to remove: restriction on share transfer, limit on members, prohibition on public invitation.

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INC-27 Filing

Form INC-27 filed with ROC for conversion from private to public โ€” with altered MOA, AOA and special resolution.

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Minimum 7 Shareholders

Public company must have minimum 7 shareholders โ€” additional shareholders inducted before conversion.

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Minimum 3 Directors

Public company requires minimum 3 directors โ€” third director appointed via DIR-12.

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New Certificate of Incorporation

ROC issues a new Certificate of Incorporation with the new public company name and status.

Key Requirements

What is needed for private limited to public company

Special Resolution Mandatory

Special resolution required to alter MOA (name) and AOA (remove private restrictions) โ€” MGT-14 filed within 30 days.

Minimum 7 Members

A public company must have at least 7 shareholders โ€” new shareholders inducted before conversion.

Minimum 3 Directors

At least 3 directors required โ€” third director appointed and DIR-12 filed before INC-27 is submitted.

Private Restrictions Removed from AOA

AOA must remove: restriction on right to transfer shares, limit of 200 members, prohibition on public subscription.

INC-27 Within 15 Days of Special Resolution

Form INC-27 should be filed promptly after the special resolution is passed.

Name Change โ€” 'Private' Removed

Company name must drop 'Private' โ€” name availability checked and INC-24 filed along with INC-27.

ℹ️

A public company has significantly higher compliance requirements than a private company. Mandatory appointment of a Company Secretary (if capital exceeds Rs 10 crore), secretarial audit, additional disclosure requirements and potential SEBI applicability โ€” we advise on all post-conversion compliance obligations before you convert.

Common Pitfalls

Common issues with private limited to public company

3 directors not in placeINC-27 filed without appointing third director โ€” ROC rejects conversion.
7 shareholders not inductedConversion attempted without inducting additional members โ€” public company minimum not met.
AOA private restrictions not removedAOA still contains transfer restrictions after conversion โ€” inconsistent with public company status.
MGT-14 not filedSpecial resolution not registered with ROC within 30 days โ€” alteration technically incomplete.
Increased compliance not plannedCompany converts to public without preparing for additional compliance โ€” secretarial audit, CS appointment.
Name change form not filedINC-24 not filed alongside INC-27 โ€” company name remains with 'Private'.
How It Works

Simple steps, no surprises

1

Eligibility and compliance planning

Minimum member/director requirements checked โ€” post-conversion compliance obligations reviewed.

2

Special resolution and member induction

EGM convened, third director appointed, additional shareholders inducted โ€” special resolution passed.

3

INC-27 and INC-24 filed

Altered MOA, AOA filed โ€” INC-27 and INC-24 submitted with ROC โ€” MGT-14 filed.

4

New CoI and compliance upgrade

New Certificate of Incorporation received โ€” compliance framework upgraded for public company requirements.

FAQ

Frequently asked questions

The process involves passing a special resolution to remove the word 'Private' from the name and alter the AOA to remove the three restrictions applicable to private companies โ€” transfer restrictions, 200-member limit and prohibition on public subscription. INC-27 and INC-24 are then filed with the ROC.

A public limited company must have a minimum of 7 shareholders, 3 directors (including independent directors for prescribed companies) and a paid-up capital of at least Rs 5 lakh. If paid-up capital exceeds Rs 10 crore, a whole-time Company Secretary is mandatory.

Form INC-27 is filed with the ROC for conversion of a company from private to public or vice versa. It must be accompanied by the altered MOA, altered AOA, special resolution and a list of current shareholders and directors.

A public company has higher compliance requirements โ€” mandatory secretarial audit above certain thresholds, compulsory appointment of Company Secretary if capital exceeds Rs 10 crore, stricter disclosure requirements, and potential applicability of SEBI regulations if the company intends to list on a stock exchange.

Yes. A public company can be converted back to a private company under Section 14 and by filing INC-27 โ€” with special resolution, altered AOA (re-inserting private restrictions), shareholder reduction below 200 and Central Government approval in some cases.

Ready to convert your Private Limited to a Public Company?

We handle the special resolution, member/director induction, MOA/AOA change and INC-27 filing.