Conversion of pvt ltd company into ltd company

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sangita daga

sangita daga (Querist)
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04 May 2012 can any1 please tell me the process of conversion of pvt ltd co. into ltd co. in detail

CA Rama koti Reddy

CA Rama koti Reddy (Expert)
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04 May 2012 Convene a meeting of the Board of Directors and pass a resolution approving the conversion of the company from private limited into public limited;

Convene a General Meeting of the members of the company for alteration of name clause of the Memorandum of Association and the Articles of Association by special resolution;

Make an application to the concerned Registrar of Companies for approving conversion to public company.

The application to the Registrar of Companies should be accompanied by the following documents:

From No. 23 (with requisite filing fees) for special resolution for conversion of private company into public company u/s. 44 of Companies Act, 1956 and for altering the Articles of Association u/s. 31 of the Companies Act, 1956 for deleting the restrictive provisions applicable to private company along with a copy each of (i) the notice calling meeting; (ii) text of special resolution; and (iii) explanatory statement duly certified by a Director or Company Secretary of the Company.

Statement in lieu of prospectus (with requisite filing fees) drawn up in the prescribed form containing the matters/reports specified or set out in Parts I & II of Schedule II o the Companies Act, 1956. The Prospectus / Statement in lieu of prospectus must be dated and signed by all Directors. Consent of Auditors for inclusion of their name in the Prospectus must be given separately and such statement in lieu of prospectus must be filed within 30 days from the date of passing of the Special Resolution.

Particulars of Members, which should not be below 7, duly certified by a Director of Company Secretary of the Company.

Particulars of Directors, which should not be less than 3, duly certified by a Director or Company Secretary of the Company.

Any alterations relating to the provisions applicable to a Public Company must also be effected in the Articles of Association of the Company.

A copy of fee receipt evidencing the filing of latest documents.

Obtain revised Certificate of Incorporation of the Company. Although the company becomes a public limited company immediately on passing the special resolution, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation.

sangita daga

sangita daga (Querist)
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07 May 2012 thanks a lot. can u give me the format for all the meetings and resolutions to be passs.

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sangita daga

sangita daga (Querist)
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07 May 2012 can any1 give me the format for statement in lieu of prospectus to be filled for conversion of pvt ltd co. into ltd co

Asha Kanta Sharma

Asha Kanta Sharma

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20 July 2024 Certainly! When a private limited company wishes to convert into a public limited company, it may need to file a "Statement in Lieu of Prospectus" with the Registrar of Companies (ROC). This statement essentially replaces the prospectus that is typically required for public companies offering shares to the public. Here’s a basic format for the Statement in Lieu of Prospectus:

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**Format of Statement in Lieu of Prospectus**

**[On the Letterhead of the Company]**

Date: [Date]

To,
The Registrar of Companies,
[Address of the ROC]

Dear Sir/Madam,

**Statement in Lieu of Prospectus**

Pursuant to Section ___ of the Companies Act, 2013, we, [Company Name], a private limited company incorporated under the Companies Act, 2013 and having its registered office at [Address], hereby submit the following Statement in Lieu of Prospectus in connection with our proposal to convert into a public limited company:

1. **Name and Address of the Company**: [Company Name], [Registered Office Address].

2. **Details of Conversion**: The company proposes to convert from a private limited company to a public limited company in accordance with the provisions of the Companies Act, 2013 and applicable rules.

3. **Capital Structure Before and After Conversion**:
- **Authorized Share Capital**: [Mention the authorized share capital before and after conversion]
- **Issued, Subscribed, and Paid-up Capital**: [Specify the issued, subscribed, and paid-up capital]

4. **Objects of the Issue**: The objects for which the securities are proposed to be issued are [State the specific objects, if any, for which the securities are being issued].

5. **Particulars of Promoters and Directors**: The particulars of the promoters and directors of the company are as follows:
- Name
- Address
- Occupation
- Any other directorships held

6. **Financial Information**:
- Audited Financial Statements for the last [Specify the number of years] years ending [Date].
- [Any other financial information required as per the Companies Act]

7. **Details of Compliance**: The company hereby confirms that all necessary provisions of the Companies Act, 2013 and other applicable laws have been complied with in relation to the conversion process.

8. **Declaration**: We declare that this Statement in Lieu of Prospectus contains all material facts and information and that it does not omit anything likely to affect the import of such information.

9. **Conclusion**: We request the Registrar of Companies to register the conversion of our company from a private limited company to a public limited company upon submission of this Statement in Lieu of Prospectus.

Thank you for considering our application.

Yours faithfully,

For [Company Name]

[Signature]

[Name of Signatory]
[Designation]
[Date]

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**Note:** This format is a basic outline and should be tailored to suit the specific requirements of your company and jurisdiction. It’s advisable to consult with a legal advisor or company secretary to ensure compliance with all statutory requirements and to customize the statement as per your company’s circumstances.