Converting a public limited company into a private limited company involves amending the company’s Articles of Association through a special resolution under the Companies Act, 2013. This process requires approval from the regional director, as delegated under the Companies (Incorporation) Rules, 2014. At Rebizco, we expertly guide you through these legal formalities to ensure a smooth, compliant conversion.
What is Conversion of Public Limited Company to Private Limited Company?
Under Sections 13 and 14 of the Companies Act, 2013, and relevant rules, a public limited company may convert into a private limited company by passing a special resolution approved by shareholders in a general meeting. The company’s Memorandum of Association (MoA) must permit such a conversion, necessitating appropriate amendments before proceeding.
This structural transformation grants the company private status, limiting share transferability and tightening member control, which offers greater operational flexibility and privacy compared to a public limited company.
Our Conversion Process
Verify that your Memorandum and Articles of Association allow the conversion or amend them accordingly.
Pass a board resolution endorsing the proposal to convert the company.
Conduct an Extraordinary General Meeting (EGM) and secure shareholder approval via a special resolution.
File an application with the RD, including the special resolution and amended MoA/AoA.
Publish the conversion notice in a local newspaper as required.
Submit the conversion application to the ROC within 30 days of the EGM.
After compliance verification, obtain ROC approval.
Receive a new Certificate of Incorporation reflecting your company’s change to private limited status.
Notify tax authorities and update banking information to reflect the new status.
Inform relevant regulatory bodies of the company’s changed status.
Issue new share certificates and ensure full regulatory compliance.
Note: Procedures may vary by jurisdiction; we advise consulting with our experts for tailored guidance.
Benefits of Conversion
Documents Required
Additional documents for filing with Regional Director:
Why Choose Rebizco?
Rebizco offers unmatched expertise in navigating the legal and procedural complexities of converting your public limited company to a private limited company. Our proven track record, attention to detail, and commitment to compliance ensure your business experiences a smooth, timely, and hassle-free transition. Trust Rebizco as your dedicated partner for reliable, professional conversion services.
Ready to Convert Your Company?
Partner with Rebizco for expert guidance and a seamless conversion from a public limited company to a private limited company.
Contact us today to get started!
📞 Call Now at +91 9873856939| 📩 Request a Consultation at info@rebizcoadvisory.com | 🌐 Visit www.rebizcoadvisory.com
FAQs
Q: Why convert from a public to a private limited company?
A: It is mainly to gain greater control, flexibility, confidentiality, and reduce regulatory burdens.
Q: What is the key legal requirement for conversion?
A: The key requirement is to passing a special resolution in a general meeting with shareholder approval.
Q: How long does the process take?
A: Typically it takes a few weeks to a couple of months depending on regulatory approvals.
Q: Is government approval necessary?
A: Yes, the Regional Director’s approval is mandatory within 60 days of the resolution.
Q: What role does the Board play?
A: The Board passes resolutions and authorizes applications for conversion.
Q: How does Rebizco keep clients informed?
A: We provide regular updates and maintain open communication throughout the process.
Q: Can foreign nationals be shareholders or directors?
A: Yes, subject to compliance with applicable laws and approvals.
Q: How do I get the new Certificate of Incorporation?
A: After RD approval, the ROC issues a new Certificate reflecting private limited status.
Q: Can the company revert to public limited status?
A: Yes, but this requires a separate legal process.
