CHAPTER: 12 CONVERSION OF BUSINESS ENTITIES
PRIVATE LIMITED TO PUBLIC LIMITED
1. Conduct board meeting
2. Make a proposal for conversion of Private LTD to Public LTD by
altering AOA.
3. Fixing EGM and authorising company secretary or director to issue
notice.
4. Raise directorship to 3 if less
5. Raise membership to 7 if less
6. After that the Notice of General Meeting will be issued.
7. After passing Special Resolution in GM. Company have to file ROC
forms.
o MGT-14 (from 30 days after SR)
o INC-27 (for conversion with fees)
8. ROC will issue Certificate of incorporation.
PUBLIC LIMITED TO PRIVATE LIMITED
1. RD-1 (Regional Director approval) within 60 days of passing
Special Resolution.
2. File Memorandum of association and Articles of association.
3. File copy of Minutes of GM
4. Mention the reason for conversion of the company
5. Name and address of every Creditors and Debenture holders.
6. Publish advertisement INC 25 A
7. Regional director will order within 30 days of application.
8. Order given by Regional director to be informed to ROC
within 15 days.
9. After all the procedure ROC will hand over Certificate of
Incorporation.
, ONE PERSON COMPANY TO PUBLIC/PRIVATE LTD.
The conversion of OPC can be done in either Voluntarily or
Compulsorily.
1. VOLUNTARY :
o 2 years waiting period
o Conduct Board meeting pass Board Resolution
o Increase the number of director and members
o File MOA and AOA
o Within 30 days file INC-6 to ROC
2. COMPULSORY:
o OPC have to compulsorily convert to PUBLIC OR PRIVATE
incase the capital exceeds 50 lakhs
o Turnover exceeds to 2 core within 6 months of
incorporation
o Conduct Board meeting pass Board resolution
o File INC-5 and COI within 60 days to ROC
PRIVATE TO OPC
Conduct board meeting with all directors
Principal approval from boards for conversion.
a. Decide day date time place for EGM.
b. Approval notice and agenda of general meeting.
c. authorise director old Companies Secretary to send
notice to members.
d. NOC from members and creditors
e. Notice of general meeting to members directors and
auditor.
f. Conduct general meeting and pass special resolution.
PRIVATE LIMITED TO PUBLIC LIMITED
1. Conduct board meeting
2. Make a proposal for conversion of Private LTD to Public LTD by
altering AOA.
3. Fixing EGM and authorising company secretary or director to issue
notice.
4. Raise directorship to 3 if less
5. Raise membership to 7 if less
6. After that the Notice of General Meeting will be issued.
7. After passing Special Resolution in GM. Company have to file ROC
forms.
o MGT-14 (from 30 days after SR)
o INC-27 (for conversion with fees)
8. ROC will issue Certificate of incorporation.
PUBLIC LIMITED TO PRIVATE LIMITED
1. RD-1 (Regional Director approval) within 60 days of passing
Special Resolution.
2. File Memorandum of association and Articles of association.
3. File copy of Minutes of GM
4. Mention the reason for conversion of the company
5. Name and address of every Creditors and Debenture holders.
6. Publish advertisement INC 25 A
7. Regional director will order within 30 days of application.
8. Order given by Regional director to be informed to ROC
within 15 days.
9. After all the procedure ROC will hand over Certificate of
Incorporation.
, ONE PERSON COMPANY TO PUBLIC/PRIVATE LTD.
The conversion of OPC can be done in either Voluntarily or
Compulsorily.
1. VOLUNTARY :
o 2 years waiting period
o Conduct Board meeting pass Board Resolution
o Increase the number of director and members
o File MOA and AOA
o Within 30 days file INC-6 to ROC
2. COMPULSORY:
o OPC have to compulsorily convert to PUBLIC OR PRIVATE
incase the capital exceeds 50 lakhs
o Turnover exceeds to 2 core within 6 months of
incorporation
o Conduct Board meeting pass Board resolution
o File INC-5 and COI within 60 days to ROC
PRIVATE TO OPC
Conduct board meeting with all directors
Principal approval from boards for conversion.
a. Decide day date time place for EGM.
b. Approval notice and agenda of general meeting.
c. authorise director old Companies Secretary to send
notice to members.
d. NOC from members and creditors
e. Notice of general meeting to members directors and
auditor.
f. Conduct general meeting and pass special resolution.
