MCA Services

Company Conversion

Company conversion changes the legal type of an existing company. The best-documented route is converting a private limited company into a public limited company under Section 14 of the Companies Act, 2013. This is done by passing a special resolution to alter the Memorandum and Articles, removing the restrictions that define a private company and dropping ‘Private’ from the name, filing Form MGT-14 within 30 days, and then filing Form INC-27 with the Registrar (sources say within 15 days under Rule 33).

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Service Overview

What is Company Conversion?

Conversion of a company is the process of changing its status by altering its Articles (and Memorandum) under Section 14 of the Companies Act, 2013 so that they either remove or include the restrictions that define a private company in Section 2(68). The company continues as the same legal entity, and the Registrar issues a fresh Certificate of Incorporation that reflects the new status and name.

A private company restricts transfer of its shares, limits its members to 200 and cannot invite the public to subscribe to its securities. A public company has no such restrictions, needs at least seven members and three directors, and must follow stricter governance. When a private company converts to a public company, it must therefore satisfy those requirements, and its securities must be dematerialised after conversion.

Company Conversion

Who Needs This Service

Companies that have outgrown their original structure need this service. A private company planning an IPO, raising funds from the public or wanting to attract a broader shareholder base converts to public. A company that no longer wants public status converts to private. OPCs that have reached the limits of their structure and want to bring in investors convert to private or public companies. Partnership firms and LLPs may want to convert into a company for investors.

It also suits companies that want a stronger governance framework as they scale, or that need a particular status to access certain markets or licences.

Before converting, the company should consider the consequences: a public company faces more disclosures, minimum number of directors and members, and additional regulatory scrutiny. A careful review of timing and readiness avoids a conversion that creates more burdens than benefits.

If you are unsure which route to take, we compare options, such as converting versus incorporating a new entity, and explain the tax and legal implications.

Key Benefits

Smooth change of corporate status with the same legal entity
Properly drafted resolutions and altered MOA/AOA
MGT-14 and INC-27 filed in the right order and on time
Fresh Certificate of Incorporation reflecting the new status
Guidance on governance changes after conversion

Next Steps & Related Services

After conversion, comply with public company governance and update PAN, GST, bank and licences.

Related services: Public Limited Company registration, MOA/AOA Alteration, Company Name Change, Increase of Authorised Capital and Annual Compliance.

Common Mistakes

Converting without checking that the company can meet public company requirements (seven members, three directors).
Not dematerialising securities after conversion to public.
Missing the MGT-14 or INC-27 deadlines.
Dropping 'Private' from the name without altering the MOA.
Assuming the same procedure applies to all conversions.

Timeline, Costs & Practical Tips

Allow several weeks from the board decision to the fresh certificate. Costs include MCA fees, stamp duty on altered documents (state-specific) and professional charges.

Practical tip: prepare the lists of members and creditors and directors' declarations before the EGM, so INC-27 can be filed quickly.

Written By

Raghav Sharma

Operations Executive

10+ Years Experience

As seen on

Raghav Sharma has 10+ years of experience covering Company Registration - Operation, MCA Services - Operation, Corporate Operation, Import Export Services - Operation, Goverment Licence Services - Operation, FSSAI - Operation, SEBI - Operation, Labour Compliance - Operation, Fund Raising - Operation, Licence & Certificate - Operations.

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Frequently asked questions

Need clarity?

What approval is needed for converting private to public?

A special resolution (75% majority) to alter the MOA and AOA, followed by MGT-14 and INC-27.

Within how many days must forms be filed?

MGT-14 within 30 days of the resolution; INC-27 within 15 days under Rule 33, according to two sources.

Is NCLT approval needed?

Sources say yes for public to private under Section 14(2); verify the current authority.

Does the company remain the same legal entity?

Yes, only its status and name change.

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