Convert Public Limited Company to Private Limited Company

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Overview

Converting a Public Limited Company into a Private Limited Company is a strategic business decision that provides greater control, reduced compliance burdens, and operational flexibility. As per the Companies Act, 2013, this conversion requires approval from the Board of Directors, Shareholders, and the Registrar of Companies (ROC).

The entire process typically takes 30 to 45 days, depending on the accuracy of documentation and regulatory approvals.

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Benefits of Converting to a Private Limited Company

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Less Regulatory Compliance

Avoid strict SEBI and stock exchange regulations.

Lower Financial & Reporting Burden

Fewer disclosure and audit requirements.

Easier Management & Operations

Simplified company structure with fewer statutory restrictions.

More Control Over Decision-Making

No interference from public shareholders.

No Minimum Capital Requirement

Flexibility in capital structuring.

Eligibility Criteria for Conversion

To convert a Public Limited Company into a Private Limited Company, the company must meet the following conditions:

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Approval from Shareholders & Directors

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Minimum of 2 Shareholders (instead of 7 in a Public Company)

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At Least 2 Directors (instead of 3 in a Public Company)

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Amendment of Memorandum & Articles of Association (MoA & AoA)

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Registrar of Companies (ROC) Approval

Documents Required for Conversion

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Board Resolution & Special Resolution Copies

Latest Audited Financial Statements

Updated Memorandum & Articles of Association (MoA & AoA)

Declaration from Directors confirming compliance with Companies Act, 2013

List of Directors & Shareholders

No Objection Certificate (NOC) from Creditors (if applicable)

Process for Conversion

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  • Issue a Board Meeting Notice to all directors.
  • Pass a Board Resolution approving the conversion and authorizing a director or company secretary to initiate the process.
  • Approve the modification of the Memorandum of Association (MoA) & Articles of Association (AoA) to reflect the new private company status.
  • Send a General Meeting Notice to all shareholders at least 21 days before the meeting.
  • Conduct an Extraordinary General Meeting (EGM) and pass a Special Resolution approving the conversion.
  • Update the MoA & AoA to remove restrictions applicable to public companies.
  • File Form MGT-14 within 30 days of passing the Special Resolution.
  • File Form INC-27 with ROC along with:
      • Certified copy of the Special Resolution.
      • Amended MoA & AoA.
      • List of Shareholders & Directors.
      • Latest Audited Financial Statements.
      • Declaration from Directors & Board confirming compliance with the Companies Act, 2013.
      • No Objection Certificate (NOC) from Creditors (if applicable).
  • The Registrar of Companies (ROC) reviews the application and ensures compliance with all legal provisions.
  • Upon successful verification, the ROC issues a Fresh Certificate of Incorporation, officially changing the company’s status to a Private Limited Company.
  • Update company records, legal agreements, and business documents.
  • Notify banks, tax authorities, suppliers, and stakeholders about the conversion.
  • Ensure compliance with new corporate governance norms applicable to Private Limited Companies.

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Frequently Asked Questions

A Public Limited Company can sell shares to the public and has more stringent regulatory requirements, while a Private Limited Company does not publicly trade shares and has fewer compliance obligations, with restrictions on the number of shareholders (maximum of 200).