Our 3 Step Simple Process

Step 1

Engagement & Consultation

Step 2

Information Collection & Documentation

Step 3

Filling & Filing of Required Form(s) and applications

Conversion of Companies already registered

A company of any class registered under the Companies Act,2013, may convert itself as a company of other class by alteration of memorandum and articles of the company.

The Registrar of Companies (ROC) shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents as filed with him,, issue a fresh certificate of incorporation.

The conversion of a company under section 18 shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.

Documents required:

  • Statement of the grounds on which the application is made – Mandatory
  • A draft copy of Memorandum of Association and Articles of Association, with proposed alterations including the alterations pursuant to sub-section (68) of section 2
  • A copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;
  • A copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;
  • Declaration by a key managerial personnel/ director that pursuant to the provisions of sub-section (68) of section 2, that the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder;
  • Declaration by a key managerial personnel/ director that there has been no noncompliance of sections 73 to 76A, 177, 178, 185, 186 and 188 of the Act and rules made thereunder;
  • Declaration by a key managerial personnel/ director that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India:
  • Newspaper cutting of advertisement
  • Original acknowledgement due of the registered post for individual notice on each debenture holder and creditor of the company;
  • Original acknowledgement due of the registered post of notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.

What all you get

Standard Package

55,000

all inclusive fees

  • Conversion of Private Limited Company to Public Company
  • Drafting of new Moa and AoA
  • Incorporation Certificate (Digital)
  • *Filing fees not included
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Premium Package

75,000

all inclusive fees

  • Conversion of Private Limited Company to Public Company
  • Drafting of new Moa and AoA
  • Incorporation Certificate (Digital)
  • Fresh PAN
  • Fresh TAN/TDS
  • Fresh GST
  • 1 yr Annual Compliance Package (Standard)
  • *Filing fees not included
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Steps for Conversion of Private Company to Public Company

  • 1

    Step 1

    • Basic Consultancy on Conversion process

    • Collection of necessary information and documents

  • 2

    Step 2

    • Notice for 1st Board Meeting as per Companies Act, 2013 read with SS-1

    • Hold meeting of the Board of Directors of the Company and pass necessary resolutions

    • Draft Notice with explanatory Statement for General Meeting and duly send to all Directors, Members, Auditors of Company, Secretarial Auditor, if any, Debenture Trustees. if any, and to others who are entitled to receive the notice of the General Meeting

  • 3

    Step 3

    • Hold meeting of the shareholders and pass Special Resolution(s) for such conversion

    • Uploading of  E-Form MGT-14 with required attachments

    • Notice for 2nd Board Meeting as per Companies Act, 2013 read with SS-1

    • Hold meeting of the Board of Directors of the Company to pass Board resolution or adopt Power of Attorney  authorising person to file application for such conversion

  • 4

    Step 4

    • Prepare and notarise List of Creditors and Debenture holders (this list not to be older than 30 days from date of filing of RD-1)

    • Prepare and notarise an affidavit to the effect that full enquiry has been made and that the list of creditors and debenture holders is correct, signed by 2 directors (signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be managing director, where there is one) 

  • 5

    Step 5

    • The company shall, at-least twenty-one days before the date of filing of the application do the following:

    • advertise in the Form No.INC.25A, in a vernacular newspaper in the principal vernacular language (Bengali) in the district and in English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated

    • serve, by registered post with acknowledgement due, individual notice on: each debenture holder and creditor of the company, the Regional Director, Registrar of Companies and to the regulatory body, if the company is regulated under any law for the time being in force.

  • 6

    Step 6

    • File RD-1 with all required documents within 60 days of General Meeting of the Company

    • The approval order or resubmission order to be received within 30 days from RD.

    • If resubmission, then within 15 days, submit all clarifications etc. in RD-GNL-5 (maximum of two re-submissions allowed.)

    • The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.lNC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014

    • File Order copy with ROC in form INC-27 within 30 days

  • 7

    Step 7

    • Confirmation Email from ROC

    • Fresh Certificate of Incorporation

    • Updation of Company Master Data