Conversion of Private Limited Company into Public Limited Company in India – Complete Guide

As businesses grow and seek broader investor access, market credibility, and scalability, many Private Limited Companies opt to convert into Public Limited Companies. This transition is ideal for companies aiming to raise capital through public investment or eventually get listed on stock exchanges.

Bharat eFiling Point provides expert assistance for legally converting your Private Limited Company into a Public Limited Company in compliance with the Companies Act, 2013.

What is a Public Limited Company?

A Public Limited Company is a company that offers its shares to the public and can be listed on a stock exchange. It must have at least seven shareholders and three directors. This structure provides broader access to capital, enhanced brand visibility, and strict governance.

Key Benefits of Conversion from Private to Public Company

• Access to Capital Markets: Ability to raise funds via public issue of shares or debentures.

• Improved Credibility: Public status enhances brand value and investor trust.

• Share Transferability: Shares can be freely transferred among shareholders.

• Potential for Listing: Eligibility for stock exchange listing after meeting regulatory criteria.

• Wider Shareholder Base: Opportunity to bring in strategic and institutional investors.

Key Disadvantages

• Increased Regulatory Compliance: More reporting, disclosure, and audit requirements.

• Public Scrutiny: Operational transparency and public accountability is mandatory.

• Cost of Compliance: Listing fees, audit fees, and regulatory filings increase overall costs.

• Dilution of Control: Promoters may need to share decision-making authority.

Eligibility Criteria

• Must be an existing Private Limited Company under Companies Act, 2013

• Minimum 7 shareholders and 3 directors

• Alteration of Articles of Association to remove private company restrictions

• Approval from shareholders via special resolution

• Company must be compliant with ROC filings and tax obligations

Step-by-Step Procedure to Convert Private Company into Public Company

Step 1: Board Meeting

Call a board meeting to:

• Approve the conversion

• Fix date, time, and venue of the extraordinary general meeting (EGM)

• Approve the draft notice for EGM and resolutions

Step 2: Hold EGM

Pass a special resolution for:

• Conversion into public limited company

• Alteration of Articles and Memorandum of Association

• Increase in the number of directors or shareholders (if applicable)

Step 3: File MGT-14 with ROC

Submit the resolution passed at EGM within 30 days using Form MGT-14 along with:

• Certified copy of the resolution

• Altered MOA and AOA

• Notice and explanatory statement of EGM

Step 4: File Form INC-27

Apply for company status conversion by filing INC-27 with ROC, including:

• Minutes of the EGM

• Altered MOA and AOA

• Special resolution

• List of directors and members

Step 5: Issuance of Fresh Certificate

Upon verification, the ROC will issue a new Certificate of Incorporation with “Limited” as the new suffix.

Post-Conversion Compliance

• Update company PAN, bank records, and licenses

• Amend statutory registers and company stationery

• Update business agreements and inform all stakeholders

• Apply for listing (if required) or initiate IPO process (if applicable)

Important Legal Considerations

• Company must not be classified as a Section 8 Company (non-profit)

• All previous annual filings and ITRs must be completed

• Registrar may reject the conversion if the company has pending legal disputes or defaults

• Changes in capital structure must be approved as per the Companies Act provisions

Why Choose Bharat eFiling Point?

• Expert ROC and legal support throughout the conversion process

• Timely filing of all compliance forms (MGT-14, INC-27, etc.)

• Drafting of MOA, AOA, and board resolutions

• Transparent pricing and PAN India service

• Post-conversion assistance including PAN, TAN, GST, and listing readiness

Ready to Go Public?

If your business is ready to expand, gain investor trust, and scale to the next level, converting to a Public Limited Company is a strategic step forward. Let Bharat eFiling Point handle all legal, procedural, and ROC compliance matters so you can focus on your growth journey.