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Conversion of Public Company into Private Company

Key requirements/conditions
  • The company shall not be listed on any recognized stock exchange.
  • 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 Directors
  • DSC (Digital Signature Certificate) for one of the Directors

Steps in Conversion of a Public Limited Company into a Private Limited Company

Step No. Steps
Board Meeting
Notice of General meeting
Filing of Special Resolution with RoC
Publish Newspaper Notice for conversion of the Company
Application to the Central Government

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.

If the 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 on record.

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 Incorporation
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'.