How can a public limited company convert into a private limited company in India as per Companies Act, 2013?
Converting a Public Limited Company into a Private Limited Company in India is a structured legal process governed by the Companies Act, 2013,
Process of Conversion of Public Company to Private Company under Companies Act, 2013
1. Board Meeting
Convene a Board Meeting to:
Approve the proposal for conversion.
Fix the date, time, and venue of the Extraordinary General Meeting (EGM).
Approve the notice and agenda for EGM, including the special resolution.
2. Special Resolution in EGM
Hold an Extraordinary General Meeting and pass a special resolution (requires 75% majority) to approve:
Alteration of Articles of Association (AOA) to include private company restrictions.
Conversion of the company from public to private.
3. Filing of MGT-14
File Form MGT-14 with the Registrar of Companies (RoC) within 30 days of passing the special resolution.
Attachments:
Certified true copy of the resolution.
Notice of EGM with explanatory statement.
Altered MOA and AOA.
4. Filing of Form INC-6
File Form INC-6 (Application for conversion) with the RoC.
Attachments:
Minutes of EGM.
Altered MOA & AOA.
Board Resolution.
List of members.
Declaration from Directors & Key Managerial Personnel.
Affidavit verifying no objection from creditors.
Declaration of compliance with the Companies Act, 2013.
5. Approval by ROC
If the RoC is satisfied with the documents and compliance, it issues a fresh Certificate of Incorporation stating the new status as a Private Limited Company.
\ud83d\udccc Important Conditions
The number of members must be reduced to a maximum of 200.
The company must include the private company restrictions in its Articles (e.g., restrictions on transfer of shares, prohibition on public invitation to subscribe, etc.).
NCLT approval was earlier required but is no longer mandatory after amendments effective from August 2018 (Companies (Incorporation) Fourth Amendment Rules, 2018).
\ud83d\udd0d Need Assistance?
Corpzo helps you manage the entire conversion process:
Legal documentation
MCA filings
MOA & AOA alteration
Compliance support post-conversion
Visit: www.corpzo.com
Email: [email protected] | Call: +91 9999 139 391
1. Board Meeting
Convene a Board Meeting to:
Approve the proposal for conversion.
Fix the date, time, and venue of the Extraordinary General Meeting (EGM).
Approve the notice and agenda for EGM, including the special resolution.
2. Special Resolution in EGM
Hold an Extraordinary General Meeting and pass a special resolution (requires 75% majority) to approve:
Alteration of Articles of Association (AOA) to include private company restrictions.
Conversion of the company from public to private.
3. Filing of MGT-14
File Form MGT-14 with the Registrar of Companies (RoC) within 30 days of passing the special resolution.
Attachments:
Certified true copy of the resolution.
Notice of EGM with explanatory statement.
Altered MOA and AOA.
4. Filing of Form INC-6
File Form INC-6 (Application for conversion) with the RoC.
Attachments:
Minutes of EGM.
Altered MOA & AOA.
Board Resolution.
List of members.
Declaration from Directors & Key Managerial Personnel.
Affidavit verifying no objection from creditors.
Declaration of compliance with the Companies Act, 2013.
5. Approval by ROC
If the RoC is satisfied with the documents and compliance, it issues a fresh Certificate of Incorporation stating the new status as a Private Limited Company.
\ud83d\udccc Important Conditions
The number of members must be reduced to a maximum of 200.
The company must include the private company restrictions in its Articles (e.g., restrictions on transfer of shares, prohibition on public invitation to subscribe, etc.).
NCLT approval was earlier required but is no longer mandatory after amendments effective from August 2018 (Companies (Incorporation) Fourth Amendment Rules, 2018).
\ud83d\udd0d Need Assistance?
Corpzo helps you manage the entire conversion process:
Legal documentation
MCA filings
MOA & AOA alteration
Compliance support post-conversion
Visit: www.corpzo.com
Email: [email protected] | Call: +91 9999 139 391
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- Last Updated
- July 17, 2025