CONVERSION OF A PUBLIC COMPANY INTO A PRIVATE LIMITED
Conversion of status of company from public to private would become effective form the date of receipt of the approval of the Registrar by means of issuing a new certificate of Incorporation. Section 13, 14, 15 & 18 of Companies Act, 2013, Rule 33(2) Companies (Incorporation) Rules, 2014 regulate the conversion of public Company into Private Limited Company.
As per Section 13 and Section 14 of the Companies Act 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014. A public company can be converted into the private company only after obtaining its shareholders’ approval by way of passing of special resolution in general meeting.
For Conversion of Public Company into Private Limited Company foremost requirement is Alteration in Article of Association of Company. According to the Act, any alteration having the effect of conversion of a public company into a private company shall not take effect [As per Second Proviso of Section 14(1)]
At the time of Conversion Company have to make several alterations. Some of them are mentioned below:
Change of name new certificate of Incorporation Alteration in MOA Alteration in AOA alteration on letter, bill head, books, papers etc..
Procedure for Conversion of a Public Limited Company into a Private Limited
- Holding of Board Meetings : matters for discussion :
- Approval of Conversion of Company subject to approval of Tribunal
- Authorize any Director, Company Secretary of the Company for completing the necessary compliances, formalities, Issue of Notice of General Meeting (As per SS 2) etc.
- Authorizing professional or legal practitioner/ advocate to appear before Tribunal
- To fix date, time and place for holding Extraordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for conversion of a public company into a private company
- Holding of General Meeting
Company will convey the General meeting to pass special resolution for alteration in AOA & MOA of the Company for the purpose of conversion of the Company.
- Filing of MGT-14 with ROC
Attachments :
- Copy of Order of Tribunal
- Minutes, CTC of Special Resolution, Notice & explanatory statement of General Meeting
- Altered copy of MOA & AOA
- List of Creditor
Affidavit from the Director or MD or WTD affirming letter of no objection is obtained from the all creditors and debenture holders.
- New Certificate of Incorporation from ROC