What we do
Our work in this practice group is structured around the records, deadlines, and decisions involved:
- Access to Larger Capital: Ability to raise equity capital from institutional investors, venture funds, and eventually through public issues.
- Free Transferability of Shares: Removal of private transfer restrictions under Section 58, offering greater liquidity to founding promoters and investors.
- Enhanced Corporate Prestige & Scale: Public status commands higher credibility with government tenders, financial institutions, and global partners.
- Employee Incentive Mechanisms: Liquid ESOP structures that attract and retain top executive leadership talent.
- Higher Borrowing & Credit Limits: Wider access to debentures, commercial paper, and consortium banking credit lines.
- IPO & Listing Readiness: Foundational statutory corporate vehicle required for listing on BSE/NSE main board or SME exchanges.
- Unbroken Legal Continuity: The legal entity continues unbroken—assets, contracts, licenses, and liabilities remain fully vested without disruption.
How the engagement works
Under Section 14(1) of the Companies Act, 2013, a company may alter its articles by special resolution to convert from a private company to a public company. Form MGT-14 must be filed with the ROC within 30 days of passing the Special Resolution under Section 117. Subsequently, Form INC-27 must be filed within 15 days of the approval of Form MGT-14 under Rule 33 of the Companies (Incorporation) Rules, 2014. The conversion takes effect from the date the Registrar issues a fresh Certificate of Incorporation under Section 14(3).
Scenario 1: A growing Private Limited Company needs to raise substantial growth equity from institutional PE/VC funds requiring a public corporate framework.
Scenario 2: Promoters are preparing a 2-to-3 year roadmap towards an SME or Mainboard IPO and need to convert into a Public Company well in advance.
Scenario 3: A private firm has expanded to over 200 shareholders through ESOP vestings and is legally mandated to convert into a Public Limited Company.
Scenario 4: A manufacturing company requires higher debt financing through public debentures and consortium bank facilities requiring public charter powers.
Scenario 5: Joint venture partners seek free transferability of securities without right-of-first-refusal restrictions imposed under standard private articles.
Capital & Board Restructuring Assessment
We verify that the proposed public company satisfies the statutory minimum requirements of 7 shareholders and 3 directors (with active DIN and DSC).
Charter Alteration & AOA Drafting
We draft amendments to the Memorandum of Association (deleting "Private") and completely revamp the Articles of Association to remove private restrictions.
Board & Shareholder Resolutions
We draft the Board meeting agenda, Notice of EGM with Section 102 Explanatory Statement, and the Special Resolution passed with a 3/4th majority.
Form MGT-14 MCA Filing
We prepare and file Form MGT-14 with the ROC within 30 days of the EGM, attaching altered charter documents and certified resolution copies.
Form INC-27 Conversion Application
We draft and submit Form INC-27 on the MCA V3 portal, coordinating supporting documents, statutory declarations, and CA verification.
Fresh Certificate of Incorporation Handover
We track ROC approval, obtain the fresh Certificate of Incorporation, and guide you through subsequent PAN, GSTIN, and bank account name updates.
Step-by-step process
Step 1: Board Meeting & Conversion Initiation
Hold Board Meeting to approve conversion, approve altered draft MOA/AOA, and issue notice for Extraordinary General Meeting (EGM).
Step 2: Shareholder Approval (Special Resolution)
Conduct EGM to pass the Special Resolution by at least 3/4th majority approving conversion and adopting new charter documents.
Step 3: MGT-14 Filing with ROC
File Form MGT-14 on the MCA portal within 30 days of passing the Special Resolution, attaching certified resolutions and altered MOA/AOA.
Step 4: Form INC-27 Submission
File Form INC-27 within 15 days of MGT-14 approval, submitting the formal conversion application with required statutory declarations.
Step 5: Fresh Certificate & Operational Updates
ROC issues fresh Certificate of Incorporation; execute name changes on PAN, TAN, GSTIN, IEC, bank accounts, and corporate signages.
Key deliverables & outputs
General questions
01What is the governing section and key forms for converting Private to Public Company?
The conversion is governed by Section 14 of the Companies Act, 2013 and Rule 33 of the Companies (Incorporation) Rules, 2014. The key forms filed with the ROC are Form MGT-14 (for filing the special resolution) and Form INC-27 (the conversion application).
02What majority is required to approve the conversion?
A Special Resolution passed by at least a 3/4th majority of shareholders present and voting at an Extraordinary General Meeting (EGM) is statutorily required.
03What are the minimum member and director requirements for a Public Company?
A Public Limited Company must have at least 7 shareholders (members) and at least 3 directors. If the private company has fewer, new members and directors must be inducted prior to or concurrently with the conversion.
04Does conversion affect the existing contracts, debts, or assets of the company?
No. The conversion changes only the status of the entity from private to public. All existing contracts, bank loans, assets, intellectual property, and liabilities remain intact and continue undisturbed by operation of law.
05What approval authority sanctions the Private to Public conversion?
The conversion of a private company to a public company is approved directly by the jurisdictional Registrar of Companies (ROC). Approval from the Regional Director (RD) is not required for this pathway.
06How long does the conversion process take?
The entire end-to-end process typically takes between 2 to 4 weeks, depending on document readiness, general meeting notice timelines, and ROC processing speed.
07What post-conversion compliance steps are necessary after receiving the new certificate?
Once the fresh Certificate of Incorporation is issued, the company must update its name (dropping "Private") on its PAN, TAN, GST registrations, bank accounts, letterheads, website, statutory licenses, and company signboards.