30 July 2009
Can anyone tell me regarding procedure as well as documents required to be filed with ROC at the time of conversion of Pvt. Co. to Public Co.at the same time objects of the Co.are being changed and the change in name does not only require deletion of word Private
Conversion of a Private Limited Company into Public Limited
Whenever it is proposed to convert a private limited company into a public limited company, the following steps are involved:—
(a) The Board of directors of such private limited company shall accord their approval to the proposal of such conversion;
(b) A General meeting of the shareholders be called to get approval of the members by means of a special resolution to delete the conditions as per section 3(1)(iii) of the Companies Act, 1956 in the Articles of Association and also to modify the Articles in other respects and also to delete the word "Private" from the name of such company;
(c) After passing of special resolution by the shareholders in general meeting, a certificate copy of the special resolution together with the explanatory statements and amended copy of the Memorandum and Articles shall be filed with the Registrar of Companies within 30 days of the passing of the said resolution in e-Form 23;
(d) Request the Registrar of Companies to delete the word "Private" from the Company's name Upon this, the Registrar of Companies shall issue fresh certificate of incorporation consequent to such conversion;
(e) In terms of section 44 of the Companies Act, 1956, if a private company alters its articles in such a manner that they no longer include the provisions under section 3(1)(iii) which are required to be included in the articles of in order to constitute it a private company, the company as on the date of the alteration shall cease to be a private company and within a period of 30 days after the said date shall file with the Registrar of Companies either a prospectus or a statement in lieu of prospectus;
(f) It has to be ensured that number of members shall be at least seven and directors at least three at the time of conversion.
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