Private to Public Limited Company

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    Overview:

    Private limited companies inherently provide numerous benefits, yet there often comes a time when such a company desires to become public to expand its scalability. The common inquiry is: What’s the benefit of going public? The rationale lies in the key differences between private and public limited companies, including the opportunity for an Initial Public Offering (IPO) and the ability to offer shares to the general public. An IPO eliminates the constraints on share transferability, a hallmark of private entities. Public limited companies are not restricted by a maximum shareholder count, thus facilitating easier access to capital. At Corporate Raasta Consulting, we provide end-to-end support to help you navigate through the process and ensure a smooth transition.

    Legalities to follow for Pvt. Ltd. to a Public Ltd company

    To convert a Pvt. Ltd. to a Public Ltd., a company must adhere to the following:

    Amend Articles of Association (AoA): Modify the AoA to remove the private company restrictions, in line with Section 14, by passing a special resolution.

    Name Change: Eliminate the term “Private” from the company name as mandated by Section 13, also through a special resolution.

    Increase Membership: If membership is below 7, steps must be taken to increase it to at least 7.

    Expand Directorship: If there are only 2 directors, increase the number to at least 3.

    Legal Recognition: The company is officially public post the special resolution under Section 14.

    Name Change Effectiveness: The name alteration takes effect upon receiving a new certificate of incorporation from the Registrar of Companies (ROC).

    Benefits:

    Some of the key benefits of converting a Private Limited company to a Public Limited company include:

    Efficient Share Transfer: Public Ltd. Company shareholders can transfer shares smoothly and effectively. They simply complete a share transfer form and pass the share certificate to the buyer. While transferring shares to a new business structure carries risks, legal experts can provide clarity.

    Capital Raising: Public Ltd. structures allow for capital raising through public share offerings, necessitating stock exchange listing. Public limited companies may also issue debentures, fixed deposits, and convertible debentures to the public.

    Enhanced Credibility: Public limited companies must report structural changes, present audited financial statements, and conduct annual general meetings, enhancing their credibility and brand recognition.

    Continued Limited Liability: The principle of limited liability persists post-conversion from Pvt. Ltd. to Public Ltd.

    Unrestricted Share Transferability: Shares in Public Companies are freely transferable, subject to SEBI Act and Companies Act regulations.

    Deposit Acceptance: Under Section 76 of the Companies Act 2013, Public Companies are permitted to accept deposits from the public.

    Checklist:

    Here are some of the steps you should consider when converting a Private Limited company to a Public Limited company:

    1. Obtain shareholder approval for the conversion.
    2. Conduct a valuation of the company and its assets.
    3. Ensure compliance with all legal and regulatory requirements, including obtaining necessary approvals from the Registrar of Companies (ROC) and other regulatory bodies.
    4. Prepare and file all required documents with the ROC, including the prospectus, memorandum of association, and articles of association.

    Manage the public issue of shares, including preparing the offer document, coordinating with underwriters and merchant bankers, and obtaining necessary approvals from the Securities and Exchange Board of India (SEBI).

    Necessary documents 

    The necessary documents for converting a Pvt. Ltd. to a Public Ltd. are:

    • Identification Proof: PAN Card for Indian nationals and a valid passport for foreign nationals.
    • Personal Identification: Voter ID, driving licence, or passport for shareholders and directors.
    • Address Verification: Recent utility bill or bank statement for shareholders and directors.
    • Photographs: Current passport-sized photos of shareholders and directors.
    • Business Address Proof: Utility bill for the registered office address.
    • Landlord’s NOC: No Objection Certificate from the property owner of the registered office.
    • Lease Agreement: If applicable, the rent agreement for the registered office.
    • Tax Returns: The latest Income Tax Return filed for the previous year.
    • Notarized Documents: For NRIs or foreign nationals, notarized directorial documents.
    • Financial Records: The most recent audited financial statements, duly certified.
    • Incorporation Documents: Incorporation declaration, Memorandum of Association (MoA), and Articles of Association (AoA).

    Process:

    The process of converting a Private Limited company to a Public Limited company involves several steps, including obtaining shareholder approval, conducting a valuation, and ensuring compliance with legal and regulatory requirements. Once these steps are complete, the company can prepare and file the necessary documents with the ROC and manage the public issue of shares. At Corporate Raasta Consulting, we provide end-to-end support to help you through the process.

    The process for converting a Pvt. Ltd. to a Public Ltd. Company, as per the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, is summarized below:

    Step. 1

    Board Meeting Notification: Issue a notice calling for a Board of Directors meeting, including an agenda for:

    • Passing a resolution for conversion.
    • Setting the date, time, and place for a Shareholders’ meeting (Extraordinary General Meeting or EGM).
    • Authorizing the issuance of the EGM notice by the Company Secretary/Director.

    Step. 2

    Board Meeting Conduct: During the meeting, address agenda items such as:

    Approval of Pvt. Ltd. conversion to Public Ltd., pending shareholder consent.

    Adoption of a new Memorandum of Association (MoA) and Articles of Association (AoA), subject to shareholder approval.

    Step. 3

    General Meeting Notice: Issue a general meeting notice at least 21 days prior, or shorter if 95% of voting members consent.

    General Meeting Execution: Conduct the meeting to:

    • Pass a special resolution for the Pvt. Ltd. to Public Ltd. conversion.
    • Approve the amended MoA and AoA.

    Step. 4

    Filing Form MGT-14: Submit within 30 days of the special resolution, with attachments like the explanatory statement, EGM notice, and certified resolution copy.

    Filing Form INC-27: File within 15 days of the resolution, attaching the certified resolution copy and amended MoA and AoA.

    Step. 5

    ROC Approval: Await the Registrar of Companies’ (ROC) approval of forms MGT-14 and INC-27, confirming compliance with conversion requirements.

    Incorporation Certificate Issuance: The ROC issues a new Certificate of Incorporation, formalizing the company’s status as a Public Ltd. Company and nullifying the previous Pvt. Ltd. registration.

    Steps for conversion 

    Following the conversion to a Public Ltd. Company, the subsequent steps are required:

    • PAN Update: Apply for a new PAN card reflecting the company’s updated status.
    • Stationery Revision: Revise all business stationery, including letter

    Post conversation requirements 

    Post-conversion to a Public Ltd. Company, the following requirements must be met:

    • PAN Application: Obtain a new PAN card for the company.
    • Stationery Update: Update all business stationery with the new company name.
    • Bank Account Revision: Update the company’s bank account details.
    • Tax Authority Notification: Inform tax authorities and relevant entities about the company’s new public status.
    • MOA and AOA Printing: Print updated copies of the Memorandum of Association (MOA) and Articles of Association (AOA).
    • Stock Exchange Listing: Listing on a stock exchange facilitates easier capital access and operational scaling.
    • Compliance with SEBI: Adherence to SEBI regulations increases compliance responsibilities, necessitating thorough planning for public listing.

    • A Private Limited company is privately owned, with limited liability and a maximum of 200 shareholders, while a Public Limited company can have unlimited shareholders and raise capital from the public through the issuance of shares.

    • The desire for scalability and growth often motivates a Pvt. Ltd. company to convert into a Public Ltd. company. This allows for easier capital raising through public share offerings and enhanced credibility.

    • Converting to a Public Limited company can provide increased access to capital, increased public visibility, and greater opportunities for growth.

    • The conversion process can take several months, depending on the complexity of the company and the regulatory requirements.

    • The regulatory requirements include obtaining necessary approvals from the ROC and other regulatory bodies, complying with legal and regulatory requirements, and managing the public issue of shares.

    • While not mandatory, listing on a stock exchange is advantageous as it aids in easier access to capital and scaling operations. It also requires compliance with SEBI regulations, which adds to the company’s credibility.

    • Post-conversion requirements include applying for a new PAN card, updating business stationery, revising bank account details, notifying tax authorities, printing new MOA and AOA, listing on a stock exchange, and complying with SEBI regulations.

    • A minimum of 7 shareholders and 3 directors are required, with at least one director having a Digital Signature Certificate (DSC) and all directors having a Director Identification Number (DIN).