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Overview of Pvt. Ltd. to Public Ltd Company Conversion
To some extent, a private limited company provides a lot of benefits and facilitates in its operations. However, private limited companies may wish to turn it into a public limited company to enhance its scalability. The distinct difference between a public limited company and a private limited company is that a public limited company can offer Initial Public Offering (IPO), and shares to the general public.
If a private limited company wants to raise funds from the public by increasing its members, it needs to go public. Hence, a public limited company is a must when you want to increase funds for the expansion of the company. Hence, the growth and flexibility of a company are the reasons for converting a private limited company to a public limited company.
If you want to convert your private limited company to a public limited company, contact Online Legal India and get it done easily and swiftly by expert CA/CS.
Compliance to convert Pvt. Ltd. to a Public Limited Company
A private limited company has to comply with the following requirements to convert it to a public limited company. They are:
  • Alternation of AoA of the public limited company according to Section 14 of the Companies Act, 2013 by passing a special board resolution.
  • Altering its name is mandatory as it was a private limited company and now you have to add a suffix with “Limited” Company as per section 13 of the Companies Act 2013 by passing a special resolution.
  • If the member of the existing company is below 7, it must be made at least 7, and the number of directors must be at least 3.
  • The private limited company will turn to a public limited company under section 14 of the Companies Act, 2013 from the date of passing the special board Resolution by deleting private limited, and the Register of Companies (ROC will issue a fresh incorporation certificate.
What are the Benefits of Converting Pvt. Ltd. to a Public Ltd Company?

Share Transfer Facility to the Public

The shareholders of a public limited company can transfer their shares to another party very easily and smoothly. They only need to fill out the share transfer form and hand over the share transfer certificate to the buyers.

Facility to Raise Capital

The main and fundamental benefit of a public limited company is selling shares and raising funds for spreading and expanding the company and its project or new branches. However, to avail of the facility, the companies must enlist their names to the stock exchange. All public limited companies have the facility to issue fixed deposits, debentures, and convertible debentures to the public.

Greater Reliability

Public limited companies have to inform all structural changes and disclose the audit report of accounts to the annual general meeting. This compliance brings immense reliability to the public limited company. This also grabs the attention of people and spreads brand identity.

Limited Liability

The liability of a private limited company converts to a public limited company. So, as per the rule, the liability will also be modified.

Free Share Transfer Facility

The shares of a public limited company can easily and freely be transferred to another person/ share buyer by following the SEBI Act and Companies Act 2013.

Easy Acceptance of Deposits

According to the rules of section 76 of the Companies Act 2013, a Public Limited Company can accept fund deposits from the public.
The Required Documents for Converting a Pvt. Ltd to Public Ltd Company
  1. PAN Cards of Directors and Shareholders
  2. A valid passport is proof for foreign nationals
  3. Passport/ Driving License/ Voter ID of Directors and shareholders
  4. Address proof of all the directors or shareholders (Telephone Bill, electricity bill, Latest Bank Account Address, etc.)
  5.  Latest passport size Photo of all shareholders and directors
  6. Business address proof: electricity bill, telephone bill, rent agreement of the certified office of the company
  7. No objection certificate from the landlord, if it is a rented office
  8.  Income tax Return filling document for the previous financial year
  9. Documents of directors must be notarized if it is a matter of Foreign National or NRIs
  10. The attested copy of the latest audited Financial Statement of the company
  11. Declaration of incorporation, MoA, and AoA must be submitted
Minimum Requirements of Conversion
  • Minimum 7 Shareholders
  • DIN for all directors
  • DSC for 1 Director
  • A director and shareholder can be the same person
  • No Minimum Paid-Up Capital
  • Minimum 3 Directors
Procedure for Conversion into a Public Limited Company
The conversion of a Private Limited Company to a Public Limited Company has been done by following the Companies Act 2013 and Companies Incorporation Rules 2014.

Notice issuing for a Board Meeting of Directors

A board meeting is conducted with directors. The proposed agenda needs to circulate and includes:

  1. Company conversion-related Board Resolution Passing
  2. Fixing a date, time, and venue for meeting with shareholders, if there is any
  3. Approval of notice of EGM, and authorization from company directors or secretary for issuing the notice

Board Meeting and Agenda Items Discussion

  1. Approval of the conversion from Pvt to Public Limited Company is also subject to the approval of shareholders. Arranging a meeting with them is also mandatory.
  2. Setting up a new MoA and AoA is required to get approval from the shareholders.
  3. It is essential to fix a date, time, and venue for a general meeting

General Meeting Notice Issuing

  1. 21 days before the general meeting, you have to issue a notice to all members.
  2. If more than 95% of the members provide approval in electric mode, you can arrange the meeting on short notice.
  3. The notice duration would be as per the Articles.

Conducting a General Meeting

  1. The matter of discussion would be a resolution for the conversion of a private limited company to a public limited company.
  2. The adoption of MoA (Memorandum of Association) and AoA (Articles of Association)

File form MGT- 14

Fill out Form MGT-14 before 30 days of passing the special resolution. Let’s learn the attachments.

Attachments to Form MGT 14

  • Notice of EGM
  • Explanatory Statement
  • Certified copy of passed EGM Resolution
  • MOA Amended
  • AOA Amended
  • Notice of shorter EGM, if it is held after a short notice

File form: INC-27

It needs to be filled within 15 days of passing the special resolution with some attachment

Attachments to Form INC. 27

  • Certified copy of the passed Resolution of EGM
  • MOA Amended
  • AOA Amended
  • Notice of shorter EGM, if it is held after a short notice
  • Minutes of General Meeting of the Members
  • Getting Approval for MGT-14 and INC-27
  • These two forms and the attached documents must be approved by the ROC (Register of Companies).

Certificate of Incorporation from ROC

As soon as the forms MGT 14 and INC 27 are approved by the ROC, the former company incorporation will be canceled and a new certificate of company incorporation will be provided against the private limited company.
How Will Online Legal India Help You?
Online Legal India has a team of experienced CA/CS who will help you defile everything clearly and file the incorporation of a Public Limited Company from a Private Limited Company. We will guide you through every step of how and when to do it and assist in forming the private limited company within the stipulated time.
As our CA/CS is experienced and highly professional, they will assist you from A to Z from planning to incorporate the company. Online Legal India will conclude the entire process successfully at the lowest ever cost across India. Genuine work is assured!
How We Work?
  1. Our Executive Calls and Collects Documents
  2. Share Information about the Incorporation
  3. Pay the Recommended Fees
  4. Our Executives Collect Documents
  5. CA/CS Will Summit Forms & Documents to ROC
  6. Congrats! Your Private Limited Company Is Initiated!
Why Us?
  • Recognized by Govt. of India
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  • Challenging Prices across India
  • 1 Lakh+ Happy Customers Across India
  • 10+ Years Experienced CA/CS
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Frequently Asked Questions (FAQs)
Is Name Alteration Mandatory during Pvt To Public Ltd Company Conversion?
Yes, you have to add a suffix to your company with the name of the company. If the name of the company is ABC Private Limited, it would be ABC Limited.
What are the responsibilities of a Public Limited Company?
A public limited company has a lot of compulsions as they deal with the money of the public to expand the company. It is required to follow the rules of incorporation and statutory compliance on its part. The regulatory obligations are not limited to income tax. The obligations remain in the hands of MCA/ROC, SEBI, RBI, etc.
How much tax you have to pay for a limited liability company?
The tax rate for a limited liability company is up to 30% of the earnings.
How much tax does a public limited company have to pay?
The tax rate for a public limited company is variable according to the turnover. They
If you opt for Section 115BA, the tax rate would be 25%
If you opt for Section 115BAA, the tax rate would be 22%
If you opt for Section 115BAB, the tax rate would be 15%
When do you alter the MOA & AOA of a company?
An alteration of MoA and AoA is done after passing the special resolution in the AGM (Annual General Meeting) and after obtaining prior approval from the Register of Companies (ROC).
Who controls a public limited company?
A shareholder is also the owner of a public limited company. They elect the board of directors, who directly manage and make decisions on behalf of the entire shareholders.
How long does it take to convert PVT to PLC?
The time is variable. The moment you can provide all the necessary documents, the Online Legal India expert team (CA/CS) will submit them to the ROC for approval. The work will be done flawlessly and quickly.
Is a fresh GST registration required for Public Limited Company conversion?
No, you just have to modify it and change the name in the records.