conversion of a Public Company into Private Company
Ranjit Kumar
Shraya Jaiswal
Dear Sir,
Following is the Procedure:
1. Convene a Board meeting to approve the proposal for conversion of private company to a public company or vice-versa and to approve the notice of general meeting or postal ballot notice (if the number of members are more than two hundred)
2. Convene a general meeting or post the postal ballot notice to take the approval of members by passing a special resolution.
3. The special resolution passed shall be filed with the Registrar in Form No. MGT14 within 30 days of passing the resolution.
4. For effecting the conversion of a public company into a private company an application shall be filed in Form No.INC.27 with fee. The application for such conversion shall be made to Registrar of Companies (Circular No. 18 dated 11th June, 2014).
5. A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.28 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order [rule 33].
6. Every such alteration is required to be noted in every copy of the articles of association.
BOARD RESOLUTION
(for conversion of private company into public company)
“RESOLVED THAT pursuant to the provision of section 14 and any other applicable provisions, if any of the Companies Act, 2013, the consent of the Board of Directors of the company, be and is hereby accorded, subject to the approval of the members of the company at the General Meeting for conversion of the Company into Public Limited Company and subsequently the name of the Company is hereby changed from ................ to ................ by deletion of the word “Private” from the name of the Company.
FURTHER RESOLVED THAT the word “Private” wherever appearing in the Article of Association of the Company and Memorandum of Association of the Company be and is hereby deleted.
FURTHER RESOLVED THAT, pursuant to the provision of section 100 and other applicable provisions of the Companies Act, 2013 read with applicable Rules, the consent of the Board of Directors of the Company, be and is hereby accorded, to convene Extraordinary General Meeting of the Company on ................ at ................ at ................ to get approval of members for conversion of private company into public company.
FURTHER RESOLVED that Mr. ................ Managing Director of the Company, be and is hereby authorized to make an application to the Registrar of Companies ……………. for change of status of the company and to do all such acts, deeds and things as may be required to give effect to this resolution”
SPECIAL RESOLUTION
(for conversion of private company into public company)
“RESOLVED THAT pursuant to the provision of section 14 and other applicable provisions, if any, of the Companies Act, 2013 and subject to approval of Registrar, the consent of the Shareholders of the Company be and is hereby accorded to convert the Company from “Private Limited” to “Public Limited” and consequently the name of the Company be changed from ................ to ................ by deleting the word (PRIVATE) before (LIMITED), wherever appears in the Article of Association of the Company.
RESOLVED FURTHER THAT Mr. ................ Director of the Company be and is hereby authorised on behalf of the Company, to do all such acts, deeds, matters and things as deemed necessary, proper or desirable and to sign and execute all necessary documents, application and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e forms with Registrar of Companies ,……………… (Jurisdiction)”
Regards,