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Conversion of Private Limited Company into Limited Company

Rakesh (Consultant) (42 Points)

05 April 2008

Please anyone tell me step by step process to convert private limited company into public limited company.

Thanks,

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21 Replies

C.rajesh (Articles) (1392 Points)
Replied 05 April 2008

Conversion of status from a Private Limited Company to a Public
Company.
a) Form 11 – Special resolution for conversion of status
(Filed within 14 days from the date the resolution was
approved).
b) Form 18.
c) Statement in Lieu of Prospectus.
d) Copy of the company’s certification of incorporation.
e) Fees of RM300.00.

3. The following certificate(s) will be issued within five days from the date a
complete set of documents was received:
a) Form 20 – Certificate of incorporation on conversion to a
public company.
b) Form 19 – Certificate of incorporation on conversion to a
private limited company.
c) Form 16 – Certificate for incorporation on conversion to a
limited company.

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Rahul Gupta (CA Final Student) (1780 Points)
Replied 05 April 2008

If the conversion is by choice then provisions of SEC44 applies as follows...

1) Take necessary decission at board meeting and fix the time, place and agenda of the AGM

2) Pass a special resolution to change the name of the company by deleting the word Private and adding the word public. permission of central govt is not necessary for change of name.

3) Pass a special resolution deleting the restrictions specified in sec 3(1)(iii) of co's act and adding the provisions those applicable to public co's.

4) File the copy of special resolution so passed with the registrar of co's within 30 days of passing resolution.

5) In case the members are less than 7 then increase the membership to atleast not less than 7.

6) In case the no of directors are less than 3 then increase the directors to atleast not less than 3 .

7) File a prospectus or a statement in lieu of prospectus within 30 days of passing special resolution in the prescribed form.

8) The prospectus or statement in lieu of prospectus so filed should be in confirmity with part 1 and 2 of schedule 2 and with part 1 and part 2 of schedule 4 respectively.

9) The prospectus or statement in lieu of prospectus so filed shall be true and should not contain any misrepresentation which would misguide the investors.

10) If default is made in compliance with the provisions of this act then every person who is in default shall be punishable with a fine whcih may extend to rs 5000 for every day till the default continues.

Rakesh (Consultant) (42 Points)
Replied 10 April 2008

Please send resolution format for the same

(Guest)

Originally posted by :Rakesh
"	Please send resolution format for the same	"

(Guest)

Pls tell me process of conversion of pvt ltd company into Limited company.specially what are the papers prepared for it and pls also send the format of statement in lieu of prospectus s per schdule IV and format of resolution.

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(Guest)

Originally posted by :Rakesh
"	Please anyone tell me step by step process to convert private limited company into public limited company.Thanks,	"

(Guest)

if the private limited company is converted to limited comapny whether the certificate for commencement of business is required , if not , why

(Guest)

please elaborate the procedures and formalities to convert a limited company to a private ltd company.

(Guest)

Originally posted by :Guest
"	please elaborate the procedures and formalities to convert a limited company to a private ltd company.	"

(Guest)

Originally posted by :Guest
"	Originally posted by :Rakesh " Please anyone tell me step by step process to convert private limited company into public limited company.Thanks, "	"

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T.S.Mohana Harish (Audit Assistant) (163 Points)
Replied 02 December 2008

thank u

Anchal (Management Trainee) (53 Points)
Replied 20 July 2009

Procedure

1.
Convene a board meeting and decide the time, date, place and   agenda for the general   meeting to approve the draft notice of the general meeting to alter the Articles of   Assocition and change the Objects clause as well in the Memorandum of Association   along with the Articles of Association and consequntly the name by passing a special   resolution.
2.
Send 21 days clear notice of the general meeting in writing to all the eligible members of   the company, attach along with the notice suitable explanatory statement for the   proposed special resolutions.
3.
Take a decision in the aforesaid board meeting with regard to increasing the paid up   capital of the company to Rs. 5 lakhs if the existing capital is less than Rs. 5 lakhs or such   higher amount as may be prescribed. Such increase is not required if the existing private   limited company is registered under Section 25 of the Act.
4.
In the general meeting pass a special resolution for deletion of the restrictive conditions   of section 3(1)(iii) from its articles and for deletion of the word `Private' from the name   of the company.
5.
File minutes of the meeting in the minutes book within 30 days of the conclusion of the meeting.
6.

File Form No. 23 within 30 days of passing a special resolution with the Registrar of Companies with requisite fees prescribed under Schedul X of the Act.
7.
File within 30 days of passing of the above special resolution , the prospectus in the   form as per Schedule II or the statement in lieu of prospectus in the form as per   Schedule IV , with the Registrar, alongwith the filing fee.
8.
Make an application to the Registrar of Companies for issue of a fresh certificate of incorporation with the changed name.
9.
Appropriate alterations will be made by the Registrar in the Memorandum of Association of the company immediately after issuin of fresh certificate of   incorporation.
11.
Increase the number of directors from 2 to 3 and number of members to 7 in case the   number of directors is less than 3 and mebers is less than 7.
12.
Amend the Articles of Association in relation to quorum for general meeting, period of   notice required for general meetings, and mode of appointment/retirement by rotation   of the director, etc. bypassing a special resolution. File a copy of the amended   Articles with the Registrar of Companies.
13.
It is not required to obtain certificate of commencement of business in case of   conversion of private company into public.
14.
Hold a statutory meeting if the conversion is within 6 months of the incorporation of the   company and comply with all the proisions with regard to holding of statutory meeting.
15.
No consent is required to be obtained from the existing directors to act as such after   conversion, such consent is however is required for the subsequent appointment(s).
16.
The change of name on conversion will not affect any rights or obligations of the company and any legal proceedings by or agaist the company which was commenced in its former name, can be continued under its new name.

Ajay Mishra (Company Secretary) (74342 Points)
Replied 20 July 2009

Thanks for sharing.

Senthil (Secretarial Officer) (24 Points)
Replied 10 June 2010

I know that an advertisement should be given for conversion from PUBLIC LIMITED to PRIVATE LIMITED Company.

Can anyone please inform me that how many days time should be given for the persons who are objecting the Conversion of PUBLIC LIMITED to a PRIVATE LIMITED?