Conversion of Pvt Ltd into Public Ltd company

[CS Slatewala]

Dear Friends,

One of the Pvt Ltd company wants to convert itself into a public ltd company

Can you please advice the procedure for the same and also whether a completely new set of MOA (Keeping main objects intact) and a new set of AOA be adopted??

[c k raja]

Dear Member,

Please find below the procedure to adopted for conversion of the status of company from pvt to pub.

• Pass resolution in board meeting approving conversion 

• Convene general meeting of members for alteration of name clause of Memorandum of Association and Articles of Association and pass special resolution thereat.

• Make application to the Registrar of Companies (ROC) for approving conversion to public company. The application must be accompanied with the following documents :-

i.              Form No.23 (with requisite filing fees) for special resolution passed for conversion of Pvt Company into Public Company u/s 44 of the 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 a Private Company along with copy each of (a) the notice calling meeting, (b) text of special resolution and (c) explanatory statement duly certified by a Director or Company Secretary of the Company.

ii.             ii. Statement in lieu of Prospectus (with requisite filling fees) drawn up in the prescribed form containing the matters / reports specified set out in Parts I & II of Schedule II to 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.
iii. Particulars of members, which must not be below 7, duly certified by a Director or Company Secretary of the Company.
iv. Particulars of Directors, which must not be less than 3 duly certified by a Director or Company Secretary of the Company.

 

iii.            Any alterations relating to the provisions applicable to a Public Company must also be effected in the amended Articles of Association of the Company.
vii. A copy of fee receipt evidencing the filing of latest documents.

 

iv.           Obtain revised Certificate of Incorporation of the Company. It should however be noted that Certificate of Commencement of Business need not be obtained from ROC for companies converting from private to public company. Although the company becomes a public limited company immediately on passing of Special Resolution, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation

 

Hope the above steps will be of use.

Regards 

Raja C K

--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
 
Find eNewsletters of ICSI Mysore at: www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx

--
With Regards

C K Raja

[CS Slatewala]

Dear Member,

Thanks for the useful response.

Also please advice whether i can proceed with a complete new set of AOA??

[c k raja]

yes , u have to adopt the aoa of pub company.

Regards

Raja C K

[K. Sankara Subramanian]

If such conversion is within six months from the date of incorporation of the Company, then hold a Statutory Meeting of the Members of the Company.

Arrange for a new Common Seal and Share Certificate Book

In the subsequent Board Meeting, take note of the fresh CoI, adopt new MoA & AoA and Common Seal.

On Fri, Jan 11, 2013 at 11:39 AM, c k raja <c.ra...@gmail.com> wrote:

--

With Regards
CS  K.Sankara Subramanian,
Company Secretary
Cethar Energy Limited

[CS Slatewala]

Can someone please share with me an AOA for public Ltd company?