PROCEDURE FOR CONVERSION OF PRIVATE LIMITED COMPANY

INTO
PUBLIC LIMITED COMPANY

1. Convene a board meeting and decide the time, place, and agenda for the AGM to
approve the draft notice of the AGM to alter the AOA and the objects clause as
well in the MOA along with the AOA and consequently the name by passing
Special resolution.
Note: provided that no such approval of CG shall be necessary where the only
change in the name of the company is deletion, or addition thereto, of the word
Private, etc.
2. Send 21 days clear notice of the AGM (sec 96) in writing to all the eligible
members of the Company, attach along with the notice suitable explanatory
statement for the proposed special resolution (sec 102).
Note: 21 Clear Days Notice i.e. the date of dispatch and the date of receipt of the
notice shall be excluded.
3. Take a decision in the aforesaid meeting with regard to increasing the paid up
capital from 1 lac to 5 lac.
4. In AGM pass a special resolution for deletion of the restrictive conditions of
section 2 (68) or sec 3 (1) (iii) form its articles and for deletion of the word Private
form the name of the company.
5. File minutes of the meeting in the minutes book within 30 days of the conclusion
of the meeting.
6.

File form No. MGT -14 within 30 days of Special Resolution with the Registrar of
Companies with the requisite fees.

7. File within 30 days of passing above S.R, the prospectus in the form GNL-2 or
the statement in lieu of prospectus with Registrar along with the fee.
8. Make an application to the Registrar of Companies for issue of a fresh certificate
of incorporation with the changes name. The company has to apply to the
registrar for the issue of fresh certificate of incorporation for the change name,
namely, the existing with the name word private company. (Form INC 1 for name
change).
NOTE: for reservation of the name of the company for INC-1 to be filed with ROC.

Inc-7: application for incorporation in form inc-7 along with fees.

Inc-8 : declaration from professionals on moa
Inc: 10: affidavit by the first directors of the company
9.

Appropriate alterations will be made by the Registrar in the MOA of the company
immediately after issuer of fresh certificate of incorporation.

10. Increase the number of director from 2 to 3 and number of members to 7.

11. Amend the AOA in relation to quorum for general meeting, period of notice
required, and mode of appointment/retirement by rotation of the director, etc by
passing Special Resolution. File copy of AOA amended one with the Registrar of
Companies.
12. HOLD EOGM for further and comply with the provisions.

LEGAL COST INVOLVED

(ASSUMING THAT 1 CRORE SHALL BE OUR AUTHORIZED CAPITAL)

1. INCREASE IN AUTHORISED CAPIATL:

FEES.

INR 191000 REGISTRATION FILING

2. STAMP DUTY: 37500 INR

3. ROC FEES FOR FOLLOWING FORMS
E-FORM
INC-1

FEES APPLICABLE
1000 INR

INC-27

600 INR

INC-7

156000 INR

GNL-2

600 INR

INC-8

ATTACHMENT

INC-9

ATTACHMENT

INC-10

ATTACHMENT

MGT-14

600 INR

NOTE:
1. ABOVE COST EXCLUDES THE FEES OF PRACTICING PROFESSIONAL WHO
SHALL CERTIFY THE DOCUMENT/FORMS.
2. ABOVE COST EXCLUDES NOTARY CHARGES AND OTHER STAMP DUTY
CHARGES OF THE ATTACHMENT OF FORMS