Conversion of a Private Company into a Public Company

Fix up the time, place and agenda for convening a General Meeting to:- Convene a Board Meeting by giving not less than 21 days notice in writing. Fix up the time, place and agenda for convening a General Meeting to:- Alter Articles of Association Change Name of the Company by Special Resolution Increase the authorised Share Capital to Rs. 5 lakhs

Issue notices for general meeting not less than 21 days in writing proposing the special resolutions along with Explanatory statement. Sec 171 allows shorter notices for calling an Extra-ordinary General Meeting provided:- if the company has a share capital, not less than 95 per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting, or if the company has no share capital, not less than 95 per cent of the total voting power exercisable at that meeting consent for holding the meeting at a shorter notice.

Convene the General Meeting and pass the Special Resolutions to the following effect:- Delete those articles pursuant to Sec 3(1)(iii) under Companies Act,1956 and such other articles that do not apply to a public company. Delete the word private from the name of the Company.

Within 30 days of passing the Special resolutions, file with the concerned ROC:- either the Prospectus (as per Schedule II) or the Statement in lieu of Prospectus (as per Schedule IV) along with the requisite filing fees either by way of cash, demand draft or challan in Form no 62. File the Special Resolutions passed and the Explanatory statement in Form no.23 within 30 days of their passing. Every officer in default in complying with the aforesaid filing, will be punishable with a fine of Rs.200/- for everyday during which the default continues. The offence is compoundable under Sec 621-A

Make an application to the concerned ROC for issue of a fresh Certificate of Incorporation in the changed name with the word “ private” deleted. On issue of such fresh certificate, the change of name of the converted company shall be final and complete. If the Company has less than 3 directors, then increase the number of directors to 3. If the Company has less than 7 members, then increase the number of members to 7. It is not required to obtain a certificate of commencement of business when a private company is converted to a public company.

Hold Statutory Meeting if the conversion is before 6 months from the date of incorporation of the Company Alterations in the Memorandum of Association will be made by the concerned ROC after issuing fresh Certificate of Incorporation. The Corporate Identification Number (CIN) will also change with the change in status of the Company However the change in name shall not affect any rights or obligations of the Company or render defective any legal proceedings by or against the Company.