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Public Company into Private Company

Conversion of Public Limited into Private Company

Key requirements/conditions:

  • The company shall not be listed on any recognized stock exchange.

  • In case of a listed company, it will have to wait for atleast one year after its delisting.

  • DIN (Director Identification Number) for all the Directors

  • DSC (Digital Signature Certificate) for one of the Directors

Steps in Conversion of a Public Limited Company into a Private Limited Company

1 Board Meeting 2
  • For consideration of the proposal of conversion of the Public company into a Private company.
2 Notice of General meeting 21
  • Give 21 days' clear notice for the General Meeting proposing the Special Resolutions with suitable Explanatory Statement.
3 Filing of Special Resolution with RoC 1
  • File Form No. 23 within 30 days of passing of the resolution


  • Special Resolution and the Explanatory Statement
  • Memorandum and Articles (before and after alteration)
4 Publish Newspaper Notice for conversion of the Company 2
  • In two widely circulated dailies of the State where the Regd. Office of the company is situated.
5 Application to the Central Government 25
  • File Form 1B with the RoC
  • Notice of extra-ordinary general meeting
  • Minutes of extra-ordinary general meeting
  • Copy of special resolution
  • Copy of newspaper advertisement
  • Affidavit that the company is not listed on any stock exchange
  • Reference number, date of passing and date of filing the e-Form 23.
  • Payment of requisite application fee.
  • One copy each of the annual reports for the last three financial years.
  • Copy of the last annual return.
  • Altered Memorandum and Articles of Association.
  • Payment of requisite application fee.
  • Reasons for conversion.
  • Terms of appointment of all managerial personnel.
  • Power of attorney in favour of the authorised representative.