Conversion from Public Ltd. to Pvt. Ltd

C.S. Rajesh Pillai (Company Secretary and Compliance Officer) (181 Points)

05 February 2009

Can anybody post the check list for conversion of Public Ltd. companyu to Pvt. Ltd company

Regards

Rajesh Pillai

Reply
Follow
Share

2 Replies

(Guest)

Originally posted by :Rajesh Pillai
"	Hi Can anybody post the check list for conversion of Public Ltd. companyu to Pvt. Ltd company Regards Rajesh Pillai	"

A public company can be converted into private only after approval from central government.

Conversion will require

i) Passing a special resolution authorising the conversion and altering the articles so as to nclude matters specififed in sec 3(1)(iii)

ii) Changin name from private limited to limited only . As per sec 21

iii) Obtaining approval from central government by sec 31

iv) Filing of printed copy of articles as altered within one month of the receipt of the approval from Govt. with the registrara of Cmpanies

J. Manivannan (Advocate & IP) (242 Points)
Replied 05 February 2009

Originally posted by :Rajesh Pillai

Hi
Can anybody post the check list for conversion of Public Ltd. companyu to Pvt. Ltd company

Regards
Rajesh Pillai

CHECKLIST

The Companies Act contains the following procedure for the conversion of public company into private company:-

Convene a Board meeting for consideration of the proposal of conversion of the company into a private company.
Prepare the proposal for alteration of Articles of Association or prepare a new set of Articles of Association meeting the requirements of a private limited company.
Hold the Board meeting and get approval of the Board for the proposal, fix up the day, date and time of holding the general meeting of the company, approve notice and explanatory statement and authority to sign notice.
Hold the general meeting on the fixed day and pass the special resolution.
Fill e-Form 23 with the copy of special resolution, explanatory statement and Memorandum and Articles (before and after alteration).
Pay the requisite application fee.
Publish a newspaper notice in two widely circulated dailies of the State where the Regd. Office of the company is situated.
Get a no objection letter from major unsecured creditors and all secured creditors.
Apply to the Central Government in e-Form 1B.

Documents to be attached with the application (e-FORM 1B) are:-

Notice of extra-ordinary general meeting.
Minutes of extra-ordinary general meeting.
Copy of special resolution.
Copy of newspaper advertisement.
Affidavit that the company is not listed on any stock exchange.
Reference number, date of passing and date of filing the e-Form 23.
Payment of requisite application fee.
One copies each of the annual reports for the last three financial years.
Copy of the last annual return.
Altered Memorandum and Articles of Association.
No objection letters from major unsecured and all secured creditors supported by an Affidavit.
Reasons for conversion.
Terms of appointment of all managerial personnel.