The following process and procedure has to be considered for conversion of private limited to public limited company:
- Notice for Board Meeting
- Hold the Board Meeting
- Provide the Notice to Hold the EGM
- Hold the EGM
- File MGT-14 with the respective authority
- File INC-27 with the respective authority
- Approval of MGT-14 and INC-27
- Provide Certificate of Incorporation
Notice for Board Meeting- A notice must be provided by the directors of the private company to hold a board meeting. The notice must be provided seven days before the meeting. The agenda of the meeting must be decided in this notice. The following items must be considered in the agenda of the board meeting:
- Resolution which has to be passed in the board meeting
- Time and Requirements to Hold an Extraordinary General Meeting
- An approval of the EGM.
Hold the Board Meeting – In the next step the company has to hold the board meeting. In the board meeting the following has to be approved:
- Prepare the resolution of conversion of private limited to public limited company
- Finalise the list of creditors of the company
- Approve the drafts of the Memorandum of Association and Articles of Association
- Consider to fix the time and place for holding the EGM.
Provide the Notice to Hold EGM-
In the next step of the board meeting, the directors have to provide notice to all the shareholders to hold the Extra-ordinary general meeting (EGM) at least 21 days before the meeting. For calculating the period, 21 clear days notice is required to be provided.
Hold the EGM-
In the next step, an EGM must be held by the company. Here a special resolution which requires the vote of the majority must be considered to be passed. Along with this the approved MOA and AOA must be considered by the directors of the meeting.
File MGT -14 with the Respective authority-
his form has to be filed with the RoC within 30 days of passing the respective resolutions along with the prescribed fees. The form is be filed on the MCA portal, with the following attachments:
- Notice of the EGM along with the Explanatory Statement as per Section 102 of the Act.
- Certified copies of the resolutions which are passed in the EGM. – Copy of the new MOA.
- Copy of the new AOA.
File INC -27 with the Respective Authority-
This form is specifically for the application for conversion of a private limited company into a public limited company. This form has to be filed with the RoC within 15 days after passing of the resolutions in the EGM. The following documents are to be enclosed along with the form:
- Minutes of the meeting.
- Copy of the new AOA.
- Copy of the new MOA.
- Copy of the resolution(s) passed at the EGM.
- List of the members of the company along with the essential details
Approve MGT-14 and INC-27-
In the next step, the ROC will verify whether the particulars related to the MGT and INC have been carried out as per the requirements of the Companies Act, 2013. If there are no issues with this then the ROC will approve the forms.
Provide Certificate of Incorporation-
After the process of approval, the ROC will provide the Certificate of Incorporation to the newly formed company.