Access to Capital Markets
Raise funds by issuing shares to the public through an IPO. Opens access to BSE and NSE for large-scale capital raising.
Company Conversion
Pvt To Public Registration
Pvt Ltd to Public Ltd conversion under Section 14 in 20 to 30 working days. Form INC-27 + MGT-14, altered MOA/AOA & fresh Certificate of Incorporation.
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20–30 DaysTypical Timeline
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SAMPLE
Fresh Certificate on Conversion
Ministry of Corporate Affairs (MCA) — sample conversion certificate
Illustrative sample. Your official certificate is issued after approval.
01
Section 14
Companies Act, 2013 – Conversion process
02
INC-27 + MGT-14
Key ROC forms for conversion
03
20–30 Days
Typical conversion timeline
04
Min 7 Members
And 3 directors required post-conversion
OVERVIEW
What is Private to Public Company Conversion?
Private to public company conversion is the legal process under Section 14 of the Companies Act, 2013 where a private limited company alters its Memorandum of Association (MOA) and Articles of Association (AOA) to remove share transfer restrictions, the 200-member cap, and the prohibition on public subscription, transforming into a public limited company.
The process requires a special resolution with 75% majority at an EGM, alteration of MOA (remove “Private” from the name) and AOA (remove private company restrictions), filing Form MGT-14 within 30 days and Form INC-27 within 15 days with the ROC. Upon approval, the ROC issues a fresh Certificate of Incorporation. Post-conversion, the company must maintain minimum 7 members and 3 directors and comply with enhanced public company governance norms.
Governing LawCompanies Act, 2013 (Sec 14, 18, 2(71))
Key FormsINC-27, MGT-14
RegulatorRegistrar of Companies (MCA)
Processing Time20 to 30 working days
BENEFITS
Benefits of Converting to Public Limited Company
Unlimited Membership
No cap on members (private companies limited to 200). Enables wider share distribution, ESOPs and institutional investment.
Free Share Transferability
Shares are freely transferable without board approval. Increases liquidity and makes the company attractive to investors.
Enhanced Credibility
Public limited status signals transparency and governance maturity to customers, vendors, lenders and government agencies.
IPO Eligibility
Only public companies can launch an IPO. After conversion and SEBI compliance, the company becomes eligible to list on BSE/NSE.
Better Governance & Institutional Capital
Mandatory committees and enhanced disclosures improve decision-making and open doors to mutual funds, FIIs and VCs.
ELIGIBILITY
Eligibility Criteria for Pvt to Public Conversion
| Requirement | Detail |
|---|---|
| Minimum Members | 7 shareholders (add members if currently fewer) |
| Minimum Directors | 3 directors with valid DIN and DSC |
| Resident Director | At least 1 director resident in India (182+ days) |
| Company Status | Active on MCA portal, no pending strike-off |
| Compliance Status | All annual returns (AOC-4, MGT-7) up to date |
| Board Approval | Board resolution authorizing conversion required |
| Special Resolution | 75% majority vote at EGM required |
| Paid-up Capital | No minimum (removed by 2015 Amendment); ₹10 crore if planning SEBI listing |
Warning: Ensure all annual filings are up to date before filing Form INC-27. The ROC rejects conversion applications from companies with pending compliance.
DOCUMENTS REQUIRED
Documents Required for Private to Public Conversion
1. Board & Special Resolutions
Certified copy of board resolution approving conversion and special resolution passed under Section 14 at EGM with 75% majority.
2. Altered MOA & AOA
MOA with “Private” removed from the name; AOA with share transfer restrictions, 200-member cap and public subscription prohibition removed. Stamped as per state rates.
3. EGM Notice and Minutes
21 clear days notice with explanatory statement and signed minutes of the EGM.
4. List of Members & Directors
Updated list of minimum 7 members with shareholding, PAN and address; list of minimum 3 directors with DIN and DSC.
5. Latest Audited Financials
Balance sheet and profit & loss account certified by a Tax Professional.
6. DSC, DIN & Director Consents
Valid Class 3 DSC for signing directors; DIN for all directors; Form DIR-2 consent for any newly appointed directors.
CONVERSION PROCESS
Step-by-Step Process to Convert Pvt Ltd to Public Ltd
1. Hold Board Meeting and Pass Board Resolution
Convene a board meeting and pass a resolution approving conversion, authorizing MOA/AOA alteration, appointing additional directors if needed, and calling an EGM. Issue EGM notice with at least 21 clear days.
2. Pass Special Resolution at EGM
Hold an EGM and pass a special resolution under Section 14 with at least 75% majority. Cover conversion approval, MOA alteration (remove “Private”) and AOA alteration (remove private company restrictions).
3. Alter MOA and AOA
Amend MOA to remove “Private” from the name. Amend AOA to remove share transfer restrictions, 200-member cap and prohibition on public subscription. Get documents stamped as per state rates.
4. File Form MGT-14 with ROC
File Form MGT-14 within 30 days of the special resolution. Attach certified special resolution, EGM notice, explanatory statement and altered MOA/AOA. Fee ₹200–₹300.
5. File Form INC-27 with ROC
File Form INC-27 within 15 days of the special resolution. Attach special resolution, altered AOA, list of members (min 7) and directors (min 3), and latest audited financials. Government fee based on capital slab.
6. ROC Verification and Approval
ROC verifies compliance with Section 2(71) (min 7 members, min 3 directors, no private restrictions remaining). Processing typically takes 10 to 15 working days. Queries may be raised.
7. Receive Fresh Certificate of Incorporation
Upon approval, ROC issues a fresh Certificate of Incorporation. Company name now ends with “Limited”. CIN is updated to reflect the new company type.
8. Complete Post-Conversion Compliance
Ensure minimum 3 directors, constitute required committees, appoint independent directors if applicable, update letterheads and stationery, and inform banks, authorities and contractual partners.
PVT VS PUBLIC
Private Limited vs Public Limited Company
| Parameter | Private Limited | Public Limited |
|---|---|---|
| Minimum Members | 2 | 7 |
| Maximum Members | 200 | Unlimited |
| Minimum Directors | 2 | 3 |
| Share Transferability | Restricted by AOA | Freely transferable |
| Public Subscription | Prohibited | Allowed (IPO, FPO) |
| Name Suffix | “Private Limited” | “Limited” |
| IPO Eligibility | Not eligible | Eligible (after SEBI compliance) |
| Best For | Startups, SMEs, VC-funded | IPO aspirants, institutional fundraise, large enterprises |
POST-CONVERSION
Post-Conversion Compliance Requirements
Board Composition
Maintain minimum 3 directors. Woman director if paid-up capital ≥ ₹100 crore or turnover ≥ ₹300 crore. Independent directors (1/3rd) if listed.
Mandatory Committees
Listed companies must constitute Audit Committee (Sec 177), Nomination & Remuneration Committee and Stakeholders Relationship Committee (Sec 178).
Enhanced Filings
Annual return (MGT-7) within 60 days of AGM; financial statements (AOC-4) within 30 days. Additional disclosures and compliance audit where applicable.
Stakeholder Communication
Update letterheads, signage and stationery. Inform banks, statutory authorities and contractual partners of the change in company status.
COMMON MISTAKES
Common Mistakes to Avoid
Filing INC-27 Before MGT-14
File Form MGT-14 first. The ROC may reject INC-27 if the special resolution is not already registered.
Missing 15-Day INC-27 Deadline
Missing the 15-day deadline for INC-27 attracts penalty of ₹10,000 plus ₹1,000 per day (max ₹2 lakh for the company) under Section 450.
Insufficient Members or Directors
Ensure minimum 7 members and 3 directors before filing. Insufficient numbers are a top cause of delay or rejection.
Pending Annual Compliance
ROC rejects conversion applications from companies with pending AOC-4 or MGT-7. Clear all defaults before initiating conversion.
WHY CHOOSE US
Why Corporate Mart?
Expert Conversion Support
Specialists experienced in Section 14 conversions, MOA/AOA alteration, INC-27 and MGT-14 filing and ROC query resolution.
Complete End-to-End Package
Board and special resolutions, altered MOA/AOA, Form MGT-14 and INC-27 filing, ROC follow-up, fresh Certificate and post-conversion guidance.
20–30 Day Turnaround
Conversion typically completed in 20 to 30 working days with pre-drafted documents ready for execution on the day of the EGM.
Transparent Pricing
Clear with dedicated professional support. Government fees and stamp duty charged separately at actuals. No hidden charges.
FAQ
Frequently Asked Questions
Pass a board resolution and a special resolution (75% majority) under Section 14, alter the MOA (remove “Private”) and AOA (remove private company restrictions), file Form MGT-14 within 30 days and Form INC-27 within 15 days with the ROC. Upon approval, the ROC issues a fresh Certificate of Incorporation. The process typically takes 20 to 30 working days.
Form INC-27 is the application for conversion of a private company into a public company (or vice versa) filed with the Registrar of Companies under the Companies Act, 2013. It must be filed within 15 days of the special resolution.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fee for INC-27Government and statutory fees depend on the entity structure and state requirements. Contact our expert team for a detailed proposal. Stamp duty on altered MOA/AOA is ₹100–₹5,000 (state-dependent). Total estimated cost is typically ₹20,000–₹50,000+.
A public limited company must have a minimum of 7 members and 3 directors. At least one director must be resident in India. Enhanced governance requirements (committees, independent directors) apply if the company is listed or meets prescribed thresholds.
No. The 2015 amendment removed the minimum ₹5 lakh paid-up capital requirement. There is no minimum capital to convert. However, SEBI requires minimum ₹10 crore paid-up capital for mainboard listing on BSE/NSE.
You must first add members to reach the minimum of 7 before filing Form INC-27. The ROC will reject applications that do not meet the Section 2(71) membership requirement.
The word “Private” is removed from the company name. The name will end with “Limited” instead of “Private Limited”. A fresh Certificate of Incorporation is issued reflecting the new name and company type.
No. Conversion from private to public limited does not require SEBI approval. SEBI compliance and approvals are required only if the company subsequently plans to list on a stock exchange and raise capital through an IPO.
