Convert Private Limited to Public Limited Company
Legal assistance to convert your Private Limited Company to a Public Limited Company — remove private restrictions from AOA, EGM Special Resolution, MGT-14, INC-27, minimum 7 members and 3 directors compliance.
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What is Conversion of Pvt. Ltd. to Public Ltd.?
Converting a Private Limited Company to a Public Limited Company enables the company to offer its shares to the general public, list on stock exchanges, and have more than 200 shareholders. The conversion process is governed by Section 14 and Section 18 of the Companies Act, 2013. The key steps involve: (1) Removing the private company restrictions from the Articles of Association — specifically, restrictions on share transfer, invitation to public, and the maximum 200-member limit; (2) Ensuring the company has at least 7 members and 3 directors; (3) Passing a Special Resolution at an EGM; (4) Filing Form MGT-14 and Form INC-27 with the ROC. After conversion, the company must comply with all Public Limited Company requirements including appointing a Company Secretary (if capital above ₹10 crore), holding AGM within 6 months, and eventual SEBI compliance if listing is pursued.
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Key Aspects of Pvt. to Public Conversion
Remove Private Restrictions from AOA
Delete the 3 defining restrictions of a private company from AOA: restriction on share transfer, prohibition of public invitation for shares, and 200-member limit.
Minimum 7 Members & 3 Directors
Before conversion, ensure the company has at least 7 shareholders and 3 directors. Appoint additional members/directors if required.
Special Resolution & MGT-14
Pass Special Resolution at EGM to approve AOA amendment. File Form MGT-14 with ROC within 30 days. The AOA amendment takes effect on ROC approval.
INC-27 for Conversion
File Form INC-27 with the ROC for conversion from Private to Public. ROC issues a new Certificate of Incorporation confirming public company status.
Eligibility & Requirements
How to Convert a Pvt. Ltd. to Public Ltd.
The conversion process requires AOA amendment, member/director scaling, and ROC filing. Our team manages all steps accurately.
1Step 1: Review & Amend AOA
Review the Articles of Association. Remove all three private company restrictions: share transfer restriction, public invitation ban, and 200-member cap.
2Step 2: Ensure Minimum 7 Members & 3 Directors
Verify shareholder and director count. Induct additional members and appoint additional directors if below minimum. File DIR-12 for new director appointments.
3Step 3: Pass Special Resolution at EGM
Hold EGM with minimum 21 days notice. Pass Special Resolution for AOA amendment. Certify minutes. File MGT-14 within 30 days of passing resolution.
4Step 4: File INC-27 & Receive New COI
File Form INC-27 with ROC along with amended AOA, Special Resolution, and evidence of 7 members and 3 directors. ROC issues new Certificate of Incorporation as Public Ltd.
After conversion, we assist with appointing a Company Secretary, updating GST records, and preparing for SEBI listing requirements if applicable.
Documents Required
Company Documents
- Certificate of Incorporation (Pvt. Ltd.)
- MOA and current AOA
- PAN of the company
Member & Director Documents
- List of all 7+ shareholders with shareholding
- Consent of new members (if inducted)
- DIR-12 for newly appointed directors
MCA Filing Documents
- Amended AOA (private restrictions removed)
- Form MGT-14 with Special Resolution
- Form INC-27 for conversion
Post-Registration Compliance
Company Secretary Appointment
Public Limited Companies with paid-up capital of ₹10 crore or more must appoint a whole-time Company Secretary under Section 203.
AGM Within 6 Months
As a Public Limited Company, the AGM must now be held within 6 months of financial year end (30 September), with 21 days clear notice.
SEBI Pre-Listing Compliance
If the Public Limited Company plans to list, comply with SEBI (ICDR) Regulations, 2018 for IPO — minimum 3-year track record, promoter lock-in, and prospectus requirements.
Higher Board Meeting Standards
Public companies must adhere to stricter board governance including audit committee requirements and mandatory independent director appointment for prescribed categories.
Common Questions
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