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Introduction and Its Compliance

The conversion of a Private Limited Company into a Public Limited Company is a strategic move that enables greater access to capital, wider investor participation and enhanced credibility. Under the Companies Act, 2013, the same involves the amendment of the AOA and the passing of resolutions of board as well as shareholders and obtaining the approval from the ROC. A Public Limited Company may invite the public for subscription of its shares and can also sell its securities in the open market. Professionals Law is into the business of taking care of end-to-end conversion right from legal drafting to ROC, all adhering to the statutory requirements and taking you through the strategic manoeuvre to expand your corporate charts with ease.

Why It Is Needed

The conversion from Private to Public Limited Company is commonly required when a business wants to publicly raise the capital by issuing its shares and listing them on stock exchange and also to make a prominent public image. This conversion will help gain greater financial agility, corporate transparency and business growth opportunities. With Professionals Law, this process is executed in full regulatory compliance, meeting all statutory requirements swiftly and bringing your company into a position to invite public scrutiny, investment, listing, etc., if desired.

Benefits and Advantages

Access to Public Capital

A Public Limited Company can raise funds from the general public through IPOs and issue shares and debentures freely, expanding financial growth opportunities.

Enhanced Market Reputation

Public companies enjoy higher credibility and trust among stakeholders, customers and financial institutions.

Improved Liquidity of Shares

Shareholders can freely transfer their shares, provide better liquidity and exit options.

Eligibility for Listing

A Public Limited Company can get listed on stock exchanges, increasing market valuation and visibility.

Growth and Expansion Potential

With access to a broader investor base, public companies can scale operations and enter new markets more easily.

Eligibility Criteria

  • The company must have a minimum of 7 shareholders and 3 directors.
  • No restrictions on the transfer of shares should exist in the AOA.
  • The name should end with “Limited” instead of “Private Limited”.
  • Necessary board and shareholder approvals must be obtained.
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Documents Required

KYC documents of all the directors and shareholders
Board Resolution and Shareholders’ Resolution
Altered Memorandum and Articles of Association
List of shareholders and directors
Declaration by directors and managing director
Copy of the latest audited financial statements
Affidavit and consent of directors
Digital Signature Certificates (DSC) of directors
Certificate of Incorporation and PAN of the company

Steps for Applying

1

Board Meeting

Call a board meeting to propose conversion and approve the notice of an EGM.

2

Hold Extra-Ordinary General Meeting (EGM)

Pass special resolutions for the conversion, name change and alteration of AOA and MOA.

3

File Form MGT-14

Submit the special resolutions with the Registrar within 30 days.

4

File Form INC-27

File the application for conversion of the company with necessary attachments.

5

Approval from ROC

ROC reviews the application and issues a new Certificate of Incorporation upon approval.

6

Update Records

Update all statutory registers, bank details and government departments with the new status.

Frequently Asked Questions

Is government approval required for converting a private company into a public company?
No special government approval is required, but ROC approval is mandatory.
What is the minimum capital required for a Public Limited Company?
The minimum authorized capital must be ₹5 lakhs.
Can a newly incorporated private company convert into a public company?
Yes, provided it meets all eligibility criteria.
What is the major compliance after conversion?
The company must update all legal records, PAN, TAN, GST and inform banks and authorities.
Will the company’s name change after conversion?
Yes, the suffix will change from “Private Limited” to “Limited”.
Can the converted company list on the stock exchange immediately?
No. Separate listing procedures with SEBI must be followed.
What if I fail to file MGT-14 within 30 days?
A penalty will be levied and condonation of delay must be sought.
Can Professionals Law assist with post-conversion compliance?
Yes, Professionals Law provides full support in post-conversion filings and statutory updates.
Is physical presence required for the conversion process?
No, the entire process can be handled online with Professionals Law’s remote services.

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