Conversion of Private Ltd Company to Public Ltd Company
Special Resolutions Required U/s.31 – Alteration of Articles of Association U/s. 21- Change of Name from Private Ltd to Public Ltd U/s 16 – Alteration of Name Clause in Memorandum of Association
Procedures 1. Hold Board meeting and approval of the following i. Approval of proposal of conversion ii. Fixing of date, time and venue for conducting general meeting for the approval of special resolutions iii. Approval of Notice & Explanatory statements u/s 173(2) and notice must contain copy of special resolutions iv. Authorising Company Secretary or competent officer to issue notice on behalf of Board
2. Hold general meeting and passed three special resolution (U/s. 31, 21 & 16) 3. File e-Form No.23 & e-Form No.62 with 30 days after the completion of General Meeting (e-Form No.23 for registering 3 special resolutions, explanatory statement U/s.173 (2), amended copy of AOA & MOA as attachments. e-Form No.62 for file prospectus or statement in lieu of Prospectus) 4. Increase members of company at least seven 5. Increase no. of directors at least 3 6. Surrender original certificate of incorporation and obtain new certificate of incorporation
7. Fresh copies of MOA & AOA have to be printed and change name of company in letter heads, invoice, signboards etc. 8. Issue general notice to the members and public at large in a news paper for intimating change of name of company 9. Inform all concerned persons/authorities about conversion of Private Ltd to Public Ltd 10. Arrange new common seal and adopt it in Board meeting and keep both in safe custody 11. Stationeries have to be printed with new name or affix stamp of the new name on all existing stationeries including share certificates 12. Fix new name board for company wherever required