Private company has some restricted rights as compared to a public company in regards to issue of capital, Turnover, taking deposits, having members etc.
In order to expand and take benefits of global exposures and expand uncontrollably, private limited company needs to be converted into public limited company.
Along with the extended right some extra compliances and regulation do accompany with conversion of private company to public company.
Procedure for Conversion of Private to Public Company
CONDUCT BOARD MEETING - To conduct a board Meeting to discuss the following agenda:
• Fixing time, date and venue of holding EGM.
• Approve of conversion to public limited company ,adopting new set of MOA & AOA subject to the approval of shareholders.
Note: The notice of board meeting to be circulated at least 7 days before the meeting to of all the Directors at their registered address.
CONVENE GENERAL MEETING -
• An Extra Ordinary General Meeting is to be conducted for passing special resolutions for the purpose of alteration in MOA and AOA & to get approval of shareholders for conversion of the private limited company into public limited company.
• Amending the name clause in MOA and substitute from "Private Limited" to "Public Limited/Limited" wherever used.
• All the restrictions and limitations applicable on Private Company has to be altered from Articles of Association of Company.
• Make ensure the limit of number of Director to be three & number of members in Company is seven before to conversion.
• Ensure Company has completed filing of annual returns or financial statements due with the Registrar of companies.
• Note: 21 days clear notice of EGM is required be send to the members, Directors and Auditors of the Company. However, General Meeting can also be hold at a shorter notice with the consent of more than 95% of shareholders entitled to vote.
FILING OF E FORM MGT-14 - MGT-14 is to be filed with ROC within 30 days from the date of passing of special resolution in the EGM with the following attachment:
• Notice of calling EGM
• CTC of Special Resolution
• Altered MOA and AOA
• CTC of Board Resolution as an optional attachment.
FILLING OF E FORM INC-27 - Company is required to file INC-27 within 15 days of passing Special Resolution with Registrar of Companies with following attachments:
• Minutes of the EGM of the Members
• CTC of Special Resolution
• Altered MOA and AOA
• Order of Condonation of Delay (if any)
• List of all members in the Company with all the required details
Note: INC-27 is required to filed after filing and approval of Form MGT-14 as SRN of Form MGT-14 is needed to fill in Form INC-27.
FRESH CERTIFICATE OF INCORPORATION - On being satisfied with above filing of E- Form MGT -14 and INC-27, ROC shall issue a fresh certificate of incorporation of company with changed name and close up with former registration of Company.
Documents Required for Conversion of Pvt. Into Public Company
PAN card and Aadhar card of directors and shareholders are mandatory.
Address Proof: Self attested Latest Electricity Bill / Telephone Bill / Mobile Bill / Bank Statement with latest entries (any one)
Email and contact details of each director
Certificate of Incorporation
Digital Signature Certificate (DSC) of all Directors
Passport size Photograph of Directors
Forms to be Filed
Copy of Special Resolution-MGT-14
Conversion of Company-INC-27
Key Points for Consideration of Conversion of Pvt. To Public Company
Company has not failed to pay or repay matured deposits or debentures or interest thereon.
Company has to arrange new stationary and letter heads, amended set of Memorandum of Association and Article of Association Post conversion .
An application will be made for change in PAN of Company and update bank account details of the company.
The Intimation should be given to Government Departments where Company is registered or any other concerned authority like Excise and sales tax/GST and others about the status change.
Features that Differentiate a Public Company from a Pvt. Ltd. Company
The listing public limited company is on a recognized stock exchange and the stocks are traded publicly whereas in a private limited company is not listed on the stock exchange and ot traded as it is held by its members only privately.
Public companies are compulsorily required to call a statutory general meeting of members and in case of a private company there is no such compulsion.
The issue of prospectus or statement is mandatory with public company whereas it is not applicable in the case of a private company.
The shareholders of a public company can transfer their shares freely but such transferability of shares is restricted completely in private limited company.
The owners of the public company can raise capital from the general public but private limited company can’t.
There is heavy compliance burden to match with the regulations provided by SEBI on a public limited company whereas in case of private limited company compliances are less.
Appointment of company secretary is mandatory for public companies and in case of private companies, it is optional and discretionary.
There is no restriction for Managerial remuneration to Directors whereas in case of private limited company, it can’t exceed 11% of the net profit.
The Quorum at AGM is 5 members in case of public limited company and in private limited company, it is 2 members.
Depending on requirement, a type of company is chosen to be register. However, the main reason for selecting a public company is to enjoy the ability to offer shares to the public and raising of funds from the public.
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