Conversion of a private limited company to a public limited company

Conversion of a private limited company to a public limited company


The obvious answer would be that when these advantages become a limiting factor for the growth of the business, it is sensible to convert.


A public company has no restriction on the maximum number of its members (the limit is 200 in a private company) and the biggest advantage of them all is the option to trade shares on a stock exchange to raise more capital.


The procedure of Converting a Private Company into a Public Company


  • A resolution needs to be passed in a board meeting approving the conversion of the company from a private limited to a public limited.
  • The minimum paid up capital of the company needs to be increased from Rs 1 lakh to Rs. 5 lakh.
  • A special resolution is to be passed in a general meeting with the shareholders for the amendment of the name clause in the Memorandum of Association and removal of restrictive provisions in the Articles of Association.
  • Application to the Registrar of Companies with the following:
  • a. Form No. 23 which is for the registration of resolutions. This requires basic information about when the resolution was passed and the purpose for the same.
  • b. A prospectus or a statement in lieu of prospectus needs to be filed which describes the business of the company, its performance, investment strategies and the company‚Äôs performance.
  • A certificate of commencement is required in order to start business as a public limited company.