A Private Company may want to change its status to a Public Company for various reasons, but the primary reason being to tap the Equity market by listing itself on a Stock Exchange.

One major change each has to done to the Memorandum and Articles of Association:

The Name clause in the MoA has to be changed to include the word ‘public’ instead of ‘private’

The  Article defining the Private Company as per Companies Act, 2013 has to be deleted. This Article is generally as follows:

The Company:

(i) restricts the right to transfer its shares;

(ii) limits the number of its members to two hundred

(iii) prohibits any invitation to the public to subscribe for any securities of the company;

Applicable provisions: 

Section 14 and 18 of the Companies Act, 2013 read with Rule 33 of the Companies (Incorporation) Rules, 2014, states the process for conversion of a Private Company into a Public company

Mandatory Compliance

The Company should  see to it that the Board of  Directors of the Company has atleast 3 Directors and that the Company has at least 7 shareholders.

Changes to be made after Conversion: 

Under Companies Act, 2013

a. Print the new Altered Memorandum and Articles of Association with new Certificate of Incorporation.

b. Alter the name plate affixed on the outside of every office or place in which its business is carried on and also include, along with its name, the former name or names so changed during the last two years. (Eg: ABC Limited (formerly ABC Private Limited) or XYZ (OPC) Private Limited (formerly XYZ Private Limited))

c. In case of One Person Company, the words "One Person Company" shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

d. Alter its Common seal, if any. 

e. Alter it letterhead, business letters, billheads, letter papers and in all its notices and other official publications. 

f. Alter the hundies, promissory notes, bills of exchange and such other documents and also include, along with its name, the former name or names so changed during the last two years. (Eg: ABC Limited (formerly ABC Private Limited) or XYZ (OPC) Private Limited (formerly XYZ Private Limited))

g. Arrange new rubber stamps with new name

File Necessary Amendment Application with the following Organisations/Agencies:

a. Update Entity DSC

b. Bank(s) where the entity maintains its Account(s)

c. Update PAN/TAN/GST

d. Basic Utility Service Providers (eg: Electricity, Water, Internet, Telephone etc.)

e. Inform all the concerned parties where company has made investment(s), taken loan(s), given guarantee(s)

f. Intimate Insurance companies, 

g. Update agreements etc.

h. Intimate and update where the entity applies for tenders

i. Goods and Services Act

j. Shops & Establishment Act

k. Private Security Agency Act

l. EPFO

m. ESIC

n. MSME, FSSAI, DIPP, EXIM, FEMA registration, if any

o. Trade License, Professional Tax

p. Factories Act and other Labour Laws

q. Industry Specific Laws