Table of Content
- 1. What law allows a private company to become public in India?
- 2. What must be in place before filing the conversion?
- 3. What is the procedure to convert private company into public company, step by step?
- 4. What compliance changes once the conversion goes through?
- 5. What happens to the company's name after conversion?
- 6. Where does this usually go wrong?
Nobody wakes up wanting to convert a private limited company to a public limited company for fun. It’s usually driven by something outside the company’s control — an investor’s term sheet, a licence condition in a regulated sector, or a listing plan still years out.
A company that previously qualified for Small Company or other compliance relaxations may become subject to the general requirement as holding four board meetings a year instead of two, tighter related-party disclosure, a Company Secretary you may not have needed before, and every Small Company exemption gone — reversing course later means a whole new procedure, not undoing this one.
This piece covers the law, the filings, and what changes once companies convert a private limited company to a public limited company and the ROC issues a Fresh Certificate of Incorporation.
Foreign-owned subsidiaries usually stumble here first, two shareholders (parent plus nominee) is the typical setup, and reaching seven often means bringing in new shareholders or reshaping the cap table.
Foreign subsidiaries with live FEMA filings should flag the change to their AD bank quickly, a mismatch between the registered name and FEMA records is a headache best avoided.
What law allows a private company to become public in India?
Section 14 of the Companies Act 2013, read with Rule 33 of the Companies (Incorporation) Rules 2014, governs the conversion of private company into public company and is what lets a company convert a private limited company to a public limited company. The AoA drops the private-company restrictions, a special resolution passes, and the filing goes to the Registrar (RoC). The switch is complete once the ROC issues a fresh certificate. Section 2(68) defines a private company by three restrictions: restriction on transfer of shares , a 200-member cap, and a ban on inviting the public to subscribe tosecurities . These restrictions must be removed from the Articles as part of the conversion process, but the company must also complete the statutory filings and obtain a Fresh Certificate of Incorporation before the conversion takes legal effect. No central government, SEBI, or RBI approval is required for the act of conversion itself, though sector regulators may still have their own asks.What must be in place before filing the conversion?
Before a company can convert a private limited company to a public limited company on paper, it needs atleast seven members, three directors, an amended AoA, and a special resolution, plus a Company Secretary, if required by law. . These are prerequisites, not targets to chase after filing. The table below is what the ROC checks:| Requirement | Private Limited | Public Limited |
| Minimum members | 2 | 7 |
| Minimum directors | 2 | 3 |
| Minimum paid-up capital | None | None |
| Company Secretary | Optional (unless prescribed) | Mandatory above certain thresholds |
| Maximum members | 200 | No cap |
| Share transfer | Restricted in AoA | Free |
What is the procedure to convert private company into public company, step by step?
The procedure to convert private company into public company runs across six steps: a board resolution, a shareholder special resolution, AoA and MoA amendment, an MGT-14 filing within 30 days, an INC-27 filing with the ROC, and finally the revised Certificate of Incorporation with “Limited” replacing “Private Limited” in the name.Step 1: Board meeting
The board recommends conversion, approves the draft AoA, and calls an EGM or clears a postal ballot.Step 2: EGM or postal ballot
The resolution needs three-fourths approval of members present and voting. The explanatory statement must cover why the company is converting, what it means for shareholders, the AoA changes, and the coming name shift to “XYZ Limited.” Twenty-one clear days’ notice applies unless 95% of voting rights consent to shorter notice.Step 3: Amend the AoA
Three clauses go: the transfer restriction, the 200-member cap, and the ban on public subscription, usually folded into the same resolution.Step 4: File MGT-14
Due within 30 days, with the certified resolution, amended AoA, EGM notice, and minutes attached. Late filing means slab-based fees.Step 5: File INC-27
Built for public company conversion India cases, this needs the altered MoA and AoA, a list confirmingstatutory requirements of members and directors , the MGT-14 SRN, and a director declaration that eligibility conditions are met.Step 6: Revised certificate
Once satisfied, the ROC issues it. The name changes automatically, no separate filing needed. That six-step run is the whole route needed to convert a private limited company to a public limited company.What compliance changes once the conversion goes through?
The day a company converts private limited company to public limited company, four board meetings become mandatory, a Company Secretary is required past Rs. 10 crore paid-up capital, the annual return moves to full MGT-7, a Cash Flow Statement becomes compulsory, Small Company exemptions vanish, and related-party scrutiny tightens. The filing takes weeks; what it triggers doesn’t expire.- Board meetings – minimum four a year, gap of no more than 120 days; no more Small Company two-meeting exemption.
- Annual return – full MGT-7, CS certification above Rs. 10 crore paid-up capital or turnover of Rs. 50 crore or more.
- Financial statements – Cash Flow Statement now mandatory with the Balance Sheet and P&L.
- Company Secretary – mandatory for listed companies and firms at or above Rs. 10 crore paid-up capital.
- Related-party transactions – Rule 15 thresholds unchanged, but disclosure and SEBI scrutiny tighten if listing follows.
- Share transfers – freely transferable; the AoA can’t restrict this, reshaping promoter and investor stakes.
- Audit Committee – required under Section 177 past Rs. 10 crore capital, Rs. 100 crore turnover, or outstanding loans/deposits/debentures exceeding Rs. 50 crore.
- Nomination and Remuneration Committee – mandatory under Section 178 at the same thresholds.
- Previous name to be displayed – Companies in India must print their former name alongside the new name on all official stationery and documents for a period of two years following a name change
What happens to the company’s name after conversion?
Once a company converts private limited company to public limited company, “Private” drops out automatically and “ABC Private Limited” becomes “ABC Limited” and the name appears on the revised certificate. Every letterhead, contract, bank account, and registration needs updating separately. It’s one more reminder that deciding to convert a private limited company to a public limited company reaches further than the ROC filing itself. The name change rides along with INC-27; it isn’t a standalone filing. What isn’t automatic is the paperwork trail after:| Record | Action needed |
| PAN and TAN | Update with Income Tax Department |
| GST registration | Update business name on GST portal |
| Bank accounts | Notify banks, update account names |
| FEMA filings (, FLA) | Update name with RBI |
| Statutory registers | Reflect public company status |
| Contracts and agreements | Notify counterparties |
| Company stamp | obtain stamp with nw name |
| SEBI/exchange filings | Applies only if already listed or listing |
Where does this usually go wrong?
The process looks tidy on paper. What trips companies up is treating it as a one-time filing rather than a structural shift; the gap surfaces at the first statutory audit, in missing board meetings, an uncreated committee if required, or an annual return still filed on the old MGT-7A format. Companies that convert a private limited company to a public limited company without stress-testing their compliance setup usually discover these gaps well after the certificate arrives. Corporate Legit Consulting LLP handles the entire conversion of private company into public company process, resolutions, AoA amendments, MGT-14 and INC-27 filings, and the compliance framework a public limited company is expected to run on. For anyone handling public company conversion India work, foreign subsidiary or domestic firm, reach out before the board resolution is passed, not after the certificate arrives.Frequently Asked Questions
A minimum of seven members is required for a public limited company under the Companies Act 2013. Before filing INC-27 to convert private limited company to public limited company, the company must already have seven members on its register. A company converting with fewer than seven members must first admit additional members to meet this threshold.
Form INC-27 is the specific ROC form for conversion of private company into public company and vice versa. It is filed after the special resolution is passed and MGT-14 is submitted. INC-27 must be accompanied by the altered MoA, altered AoA, list confirmingstatutory requirement of directors and members , and a declaration from directors confirming eligibility. The ROC issues the revised Certificate of Incorporation after approving INC-27.
No. The conversion of private company into public company is a Companies Act procedure handled entirely through the ROC. SEBI involvement is only required if the public limited company subsequently decides to list its shares on a stock exchange, at which point SEBI’s ICDR Regulations, LODR Regulations, and disclosure framework apply. The conversion itself does not trigger SEBI requirements.
The name changes automatically. “ABC Private Limited” becomes “ABC Limited” on the date the ROC issues the revised Certificate of Incorporation. No separate name change application is required. The company must then update its name across all regulatory records: PAN, TAN, GST, bank accounts, FEMA records, and all contracts and correspondence.
The realistic timeline from the board meeting to receipt of the revised Certificate of Incorporation is three to five weeks, assuming seven members are already in place and all AoA amendments are drafted before the EGM notice is issued. The EGM notice period is 21 clear days, MGT-14 must be filed within 30 days of the special resolution, and INC-27 processing by the ROC typically takes five to ten working days.