Public Company to Private Limited
Convert your Public Company to a Private Limited Company — special resolution to re-insert private restrictions, Central Government approval, INC-27 filing and new Certificate of Incorporation from ROC.
Convert your Public Company to Private Limited
Share your company details. We handle the special resolution, CG approval and INC-27 filing.
Talk to a CS →A complete public company to private limited package
Special Resolution
Special resolution to alter the company name (add 'Private') and amend AOA to re-insert private company restrictions.
Central Government Approval
Application to the Central Government / Regional Director for approval of conversion — required under Section 14.
MOA & AOA Amendment
AOA amended to include: restriction on share transfer, limit of 200 members, prohibition on public invitation.
INC-27 Filing
Form INC-27 filed with ROC after CG approval — with altered MOA, AOA, special resolution.
Member Reduction
Shareholders reduced to below 200 (if needed) — transfer of shares to bring membership within private company limits.
New Certificate of Incorporation
ROC issues new CoI with the new private company name after all approvals.
What is needed for public company to private limited
Special Resolution Mandatory
Special resolution to alter name and re-insert AOA private restrictions — MGT-14 filed within 30 days.
Central Government / RD Approval
Under Section 14, conversion from public to private requires approval of the Central Government / Regional Director — ROC cannot approve alone.
Members Below 200
Private company cannot have more than 200 shareholders (excluding ESOP holders) — member reduction required if above.
Private Restrictions Re-inserted
AOA must re-insert the three private company restrictions — transfer restriction, 200-member cap, no public invitation.
Listed Companies Cannot Convert
A listed public company cannot convert to private while its securities are listed on any stock exchange.
INC-27 Post Approval
INC-27 is filed with the ROC only after receiving the Central Government / RD approval — not before.
Public to private conversion requires Central Government (Regional Director) approval — the ROC alone cannot approve this conversion. The application to the Regional Director must include justification for the conversion, a statement that no public deposits are outstanding and confirmation that the company is not listed.
Common issues with public company to private limited
Simple steps, no surprises
Eligibility and CG application
Listing status, public deposits and membership checked — application to Regional Director prepared and filed.
Special resolution passed
EGM convened, special resolution passed — MGT-14 filed — share transfers done to reduce members if needed.
CG approval received
Regional Director issues approval — INC-27 filed with ROC along with altered MOA and AOA.
New CoI received
New Certificate of Incorporation with 'Private' designation received — compliance downgraded accordingly.
Other services you may need
Frequently asked questions
Yes. A public company can convert to a private limited company under Section 14 of the Companies Act 2013 — but it requires approval from the Central Government (Regional Director) in addition to a special resolution of shareholders. Listed companies cannot convert while their shares are listed.
The law requires Central Government (Regional Director) approval because converting to a private company reduces public accountability — removing SEBI oversight, transfer restrictions and limiting the shareholder base. The government verifies that there are no pending public deposits, ongoing litigation or investor protection concerns.
The AOA of the converted private company must include: (1) restriction on the right to transfer shares, (2) limit of maximum 200 members (excluding ESOP holders and past employees), and (3) prohibition on any invitation to the public to subscribe to shares or debentures.
No. A company that has accepted public deposits (under Section 73 or 76) cannot convert to a private company until all outstanding deposits are repaid or the depositors have given their written consent to the conversion.
Form INC-27 is filed with the ROC after receiving the Regional Director's approval. It must be accompanied by the Regional Director's order, altered MOA, altered AOA and the special resolution.
Ready to convert your Public Company to a Private Limited Company?
We prepare the CG application, pass the special resolution and file INC-27 — full conversion handled.