• The company shall not be listed on any recognized
• In case of a listed company, it will have to wait
for atleast one year after its delisting
• DIN (Director Identification Number) for all the
• DSC (Digital Signature Certificate) for one of the
Steps in Conversion of a Public
Limited Company into a Private Limited Company
of the proposal of conversion of the Public
company into a Private company.
Notice of General meeting
Give 21 days'
clear notice for the General Meeting proposing
the Special Resolutions with suitable Explanatory
Filing of Special Resolution
Form No. 23 within 30 days of passing
of the resolution
Special Resolution and the Explanatory Statement
Memorandum and Articles (before and after alteration)
Publish Newspaper Notice for
conversion of the Company
In two widely
circulated dailies of the State where the Regd.
Office of the company is situated.
In two widely circulated dailies of the State
where the Regd. Office of the company is situated.
Application to the Central Government
Form 1B with the RoC
Notice of extra-ordinary general meeting
Minutes of extra-ordinary general meeting
Copy of special resolution
Copy of newspaper advertisement.
Affidavit that the company is not listed on
any stock exchange.
Reference number, date of passing and date of
filing the e-Form 23.
Payment of requisite application fee.
One copy each of the annual reports for the
last three financial years.
Copy of the last annual return.
Altered Memorandum and Articles of Association.
No objection letters from major unsecured and
all secured creditors supported by an Affidavit.
Reasons for conversion.
Terms of appointment of all managerial personnel.
Power of attorney in favour of the authorised
On receipt of application, the
Registrar of Companies (ROC) shall examine:-
• Whether the interest of the public and particularly
that of the creditors will be adversely affected?
• Whether the company is listed?
• Capital contribution by members.
• Whether e-Form 23 has been passed and taken on record?
• Whether the reasons for conversion are just and sufficient?
• How many members voted for the resolution?
• Whether any complaint against the company is pending?
• Whether any show cause letter has been issued to the
company or its Directors?
• If there is any objection from members and creditors.
ROC approves the application, he refers it to Technical
Section and Prosecution Section for their report.
The Technical Section reports on whether the relevant e-Form23 and the last years
annual report and annual return has been filed and passed/taken
The Prosecution Section reports on whether any complaint is pending from anybody
against the company. If during the scrutiny any adverse
point arises, that has to be looked into and the authorised
representative should take the initiative to make good the
default or defect.
Issue of fresh Certificate of
If the reports are satisfactory, the ROC will issue a letter
granting its approval for conversion of a public company
into a private company. The concerned ROC then issues fresh
certificate of incorporation consequent upon change of
name after conversion of the company from 'Public Company'
to 'Private Company'.