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Conversion of pvt company to ltd com

RAKESH MISHRA (MANAGER) (25 Points)

15 March 2012

HOW CONVERT A PRIVATE LIMITED COMPANY INTO LIMITED COMPANY.

WHAT PROC. TO FOLLOW FOR CONVERSION...

WHICH FORM TO BE FILED WITH ROC.

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1 Replies

AMIT MISHRA (Legal Professional) (393 Points)
Replied 15 March 2012

Hi Rakesh,

You need to follow the following procedure:

1. Convene a board meeting and discuss necessary issues and pass resolutions subject to the approval of the Central Government and authorise a director in this behalf to carry out the process

2. Convene an EGM/AGM and alter Memorandum and Articles and file Form 23.

3. Make an application in Form 62 to the concerned Registrar of Companies for approving conversion to public company within 30 days of Filing E-Form 23.

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

1. 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.
2. 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.
3. Particulars of Members, which should not be below 7, duly certified by a Director of Company Secretary of the Company.
4. Particulars of Directors, which should not be less than 3, duly certified by a Director or Company Secretary of the Company.
5. Any alterations relating to the provisions applicable to a Public Company must also be effected in the Articles of Association of the Company.
6. 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.