Convert to a public limited company and open doors to a wider capital base, increased credibility, and enhanced growth prospects.
Conversion of Pvt Ltd to a Public Limited Company
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Steps to convert Pvt Ltd into Public Limited Company
Fill the form and provide documents
Just fill your contact details and share the required documents for conversion.
Sign and share the documents
Our team will share the documents for signatures, just sign and share scanned copies.
Filing of registration application
Registration application is filed with concerned authority and we will keep you updated on its status.
Overview
Converting your private limited company into a public limited company is a significant step that offers numerous benefits and opportunities for your business. By making this strategic transformation, you gain access to a larger pool of investors and the ability to raise capital through the stock market, facilitating substantial growth and expansion. The change in status also enhances your company’s credibility and reputation, inspiring confidence among customers, suppliers, and stakeholders. With the broader platform of a public limited company, you can explore new markets, forge strategic partnerships, and take your business to new heights.
Documents Required
- A board resolution proposing the conversion and convening an Extraordinary General Meeting (EGM) of shareholders.
- Special resolution passed by shareholders in the EGM, with the required percentage of votes in favor of the conversion.
- Copies of the MOA and AOA with the necessary amendments reflecting the change in the company’s status.
- A declaration confirming compliance (Form INC-27) with the provisions of the Companies Act during the conversion process.
- Filing of Form MGT-14 with the RoC within 30 days of passing the special resolution for the conversion.
- Filing of Form SH-7 with the RoC, which records the increase in share capital and other related changes.
- Proof of Identity and Address of directors and shareholders
- A board resolution appointing the required number of independent directors as per the regulations.
- Minutes of the EGM where the shareholders approved the conversion.
- Bank account details of the company, including cancelled cheques and bank statements.
- Proof of Registered Office Address
- Existing Certificate of Incorporation and Business Registration Certificate of the Private Limited Company.
- If applicable, NOC from creditors approving the conversion.
- If the company intends to list its shares on a stock exchange, compliance with SEBI regulations and requirements.
- Compliance with listing requirements of the stock exchange, if the company seeks to get listed.
Process of Conversion
- Calling of Board Meeting: Issue notices according to the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. The main objective of this meeting would be:
~ To pass a board resolution to get in-principal permission of directors for the conversion of private company to a public company by altering the AOA.
~To get the approval of shareholders, fix the date, time and place for holding an Extra-ordinary General meeting (EGM) , by way of Special resolution, for conversion.
~To approve the notice of EGM with agenda and statement to be added to the notice of General Meeting, as per section 102(1) of the Companies Act, 2013.
~To delegate the Director or Company Secretary to issue Notice of the EGM as recommended by the board under article 1(c) mentioned above.
~ To pass Board resolution for an increase in the number of directors up to 3, if the number of directors is less than 3. - Issue of EGM Notice: Issue Notice of the EGM to all members and affiliates, directors and the auditors of the company following the requirements of Section 101 of the Companies Act, 2013.
- The holding of EGM meeting: It holds the Extra-ordinary General meeting on the due date, and transfers the required Special Resolution, to get the shareholder’s support for conversion along with alteration in the AOA.
- ROC filing:
~Form MGT.14 within 30 days of passing the resolution in the EGM.
~Form INC-27 with the fee - Issue of Fresh COI: As per section 18, after receiving the documents for the conversion of a private limited company into a public limited company, ROC shall convince itself that the company complies with the necessary provisions for registering a company. If so convinced, it shall enclose the previous registration and issue a fresh Certificate Of Incorporation (COI), after registering the documents presented for change under the specific class of the company.
Benefits of Conversion
- Access to Public Capital:Â One of the most significant advantages is the ability to raise capital by issuing shares to the general public through initial public offerings (IPOs). This provides the company with access to a vast pool of funds for expansion, acquisitions, and investments.
- Enhanced Credibility: Being a publicly traded company enhances the company’s credibility and reputation in the market. It instills confidence among customers, suppliers, and business partners, leading to better business relationships.
- Liquidity and Exit Strategy:Â As shares of a Public Limited Company are traded on the stock exchange, it provides shareholders with liquidity, allowing them to buy or sell shares easily. This liquidity also serves as an exit strategy for early investors and shareholders.
- Growth Opportunities:Â A Public Limited Company has the potential for significant growth and expansion due to increased access to capital and resources. It can pursue large-scale projects and explore new markets more effectively.
- Brand Visibility:Â Public companies generally have higher brand visibility and recognition due to their widespread presence in the market and the attention they receive from investors and the media.
- Attracting Top Talent:Â Public Limited Companies often attract top talent as they offer opportunities for employee stock ownership plans (ESOPs) and better incentives, leading to a skilled and motivated workforce.
- Increased Valuation:Â Being listed on the stock exchange can lead to increased valuation of the company, reflecting positively on its market standing and potential for growth.
- Transparency and Compliance:Â Public Limited Companies are subject to stringent regulatory requirements and reporting obligations, which promote transparency and accountability in their operations.
- Mergers and Acquisitions:Â Public companies have an advantage in mergers and acquisitions, as they can use their shares as currency for acquiring other businesses.
- Diversification of Shareholders:Â A Public Limited Company has a diverse shareholder base, spreading the ownership across a wide range of investors, which reduces the dependency on a few stakeholders.
Pre & Post Conversion Procedures
Pre Conversion:
~Minimum Shareholders:
Ensure the company has a minimum of seven shareholders, as required for a Public Limited Company.
~Minimum Authorized Capital:
Increase the authorized share capital to meet the minimum requirements prescribed for a Public Limited Company.
~Appointment of Independent Directors:
Comply with the requirements of having a specific number of independent directors on the board.
~Compliance with Corporate Governance Norms:
Ensure compliance with additional corporate governance norms applicable to Public Limited Companies.
Post-Conversion:
~Update Company Name and PAN:
Update the company’s name and PAN with the relevant authorities.
~Issue Share Certificates:
Issue new share certificates reflecting the change in the company’s status to public limited.
~Update Stationery and Communication:
Update all official stationery, website, marketing materials, and communication platforms with the new company status.
Why BizReg?
We execute legal work of numerous companies every month, by leveraging our tech capabilities, and the expertise of our team of legal professionals. By handling all the paperwork, we ensure a seamless interactive process with the government. We provide clarity on the incorporation process to set realistic expectations.Â