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
Timeframe
(Working days)
Processing
1
Board Meeting
1
• 

For consideration of the proposal of conversion of the Public company into a Private company.

2
Notice of General meeting
21
• 

Give 21 days' clear notice for the General Meeting proposing the Special Resolutions with suitable Explanatory Statement.

3
Filing of Special Resolution with RoC
1
• 



• 


• 
File Form No. 23 within 30 days of passing of the resolution

Attachments:
Special Resolution and the Explanatory Statement

Memorandum and Articles (before and after alteration)

4
Publish Newspaper Notice for conversion of the Company
2
• 



• 

 
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.

5
Application to the Central Government
25
• 


• 
• 
• 
• 
• 

• 

• 
• 

• 
• 

• 


• 
• 

• 
File Form 1B with the RoC

Attachments:
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 representative.