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Kickstart your venture with efficient company setup, generally processed within a week.
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Ready to Convert Your Private Limited to Public Limited?
Access capital markets, remove the 200-member cap, and enable free share transfer. Expert CS/CA team handles end-to-end conversion from ₹15,999. Typically completed in 20 to 30 working days.
Simple Process
Here's How It Works
01
Fill the Form
Simply fill the above form to get started.
02
Call to discuss
Our startup expert will connect with you & complete legalities.
03
Convert Your Pvt Ltd to Public Ltd Company
End-to-end professional assistance with Section 14 conversion, Form INC-27 and MGT-14 filing on the MCA V3 portal.
Pricing
Simple & Transparent Pricing
MOST POPULAR
Pvt Ltd to Public Ltd Conversion Package 2026
From ₹15,999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
Board and Special Resolution Drafting
Alteration of MOA and AOA
Form MGT-14 Filing with ROC
Form INC-27 Filing with ROC
ROC Follow-up and Query Resolution
Fresh Certificate of Incorporation
Post-Conversion Compliance Guidance
Director/Member Addition Assistance
Stamp Duty Coordination (at actuals)
Dedicated CS Relationship Manager
*Government fees are additional and vary based on company structure
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An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
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Application prepared and filed within 2 days.
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Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Private to public company conversion is the legal process under Section 14 of the Companies Act, 2013 where a private limited company alters its Memorandum of Association (MOA) and Articles of Association (AOA) to remove share transfer restrictions, the 200-member cap, and the prohibition on public subscription, transforming into a public limited company.
Converting a private limited company to a public limited company is governed by Section 14 read with Section 18 of the Companies Act, 2013 and Rule 33 of the Companies (Incorporation) Rules, 2014. The process requires passing a special resolution with 75% majority at an Extraordinary General Meeting (EGM), altering the MOA to remove "Private" from the company name, and amending the AOA to eliminate three core restrictions: limits on share transferability, the 200-member cap, and the prohibition on inviting public subscription. The company must file Form MGT-14 within 30 days and Form INC-27 within 15 days with the Registrar of Companies. Upon approval, the ROC issues a fresh Certificate of Incorporation. Post-conversion, the company must maintain minimum 7 members and 3 directors, and comply with enhanced public company governance norms including board committees and secretarial audit requirements where applicable. Explore all business conversion services offered by IncorpX.
Key Takeaways: The conversion requires minimum 7 members and 3 directors. Total process takes 20 to 30 working days. Total cost: ₹20,000 to ₹50,000+ (varies by authorized capital and state). IncorpX professional fee: ₹15,999. You receive a fresh Certificate of Incorporation with the company name ending in "Limited" instead of "Private Limited".
This page covers the complete procedure, cost, documents, eligibility, and compliance for converting a private limited company to a public limited company under the Companies Act, 2013. It does not cover: fresh public company registration (see public limited company registration), reverse conversion from public to private (see public to private conversion), or SEBI listing/IPO filing procedures beyond basic eligibility.
Parameter
Value
Governing Law
Companies Act, 2013
Key Sections
Section 14, Section 18, Section 2(71)
Regulator
Registrar of Companies (ROC), MCA
Processing Time
20 to 30 working days
Government Fee
₹5,000 to ₹5,00,000 (based on capital)
Professional Fee (IncorpX)
₹15,999
Key Forms
Form INC-27, Form MGT-14
Benefits of Converting to Public Limited Company
Converting to a public limited company provides tangible advantages for companies ready to scale beyond the 200-member ceiling. Here are 8 specific benefits that directly affect your capital-raising capacity and market positioning.
Access to Capital Markets
A public company can raise funds by issuing shares to the public through an IPO. This opens access to BSE and NSE, enabling large-scale capital raising not available to private companies.
Unlimited Membership
Public companies have no cap on members (private companies are limited to 200). This allows wider share distribution, employee stock options (ESOPs), and institutional investment without hitting structural limits.
Free Share Transferability
Shares of a public company are freely transferable without board approval. This increases liquidity, makes the company attractive to investors, and enables secondary market trading after listing.
Enhanced Credibility and Trust
Public limited company status signals transparency and governance maturity to customers, vendors, lenders, and government agencies. The "Limited" suffix carries greater brand weight than "Private Limited".
IPO Eligibility
Only public companies can launch an Initial Public Offering. After conversion and SEBI compliance, the company becomes eligible to list on BSE/NSE, potentially raising ₹10 crore and above through public subscription.
Better Governance Framework
Public company norms mandate audit committees, independent directors, and enhanced disclosures. These governance mechanisms reduce risk, improve decision-making, and increase stakeholder confidence.
Attract Institutional Investors
Mutual funds, FIIs, and venture capital firms prefer investing in public companies due to regulatory transparency. Conversion opens doors to institutional capital at better valuations.
Business Continuity and Succession
Public companies have perpetual succession unaffected by member changes. Free share transfer simplifies succession planning, making it easier to bring in new promoters or transition leadership.
Practitioner Insight: Based on our experience processing company conversions across India, the top 3 delay causes are: insufficient members (company has fewer than 7 before filing), pending annual compliance (AOC-4 or MGT-7 not filed), and incomplete stamp duty payment on altered MOA/AOA. Addressing these before initiating the process reduces turnaround from 30 working days to 20 working days.
Eligibility Criteria for Pvt to Public Conversion
Your private limited company must meet specific thresholds before filing Form INC-27. Section 2(71) of the Companies Act, 2013 defines what constitutes a public company, and the ROC will verify each of these requirements during processing. If you need to start from scratch, see private limited company registration requirements first.
Requirement
Detail
Minimum Members
7 shareholders (add members if currently fewer)
Minimum Directors
3 directors with valid DIN and DSC
Resident Director
At least 1 director resident in India (182+ days)
Company Status
Active on MCA portal, no pending strike-off
Compliance Status
All annual returns (AOC-4, MGT-7) up to date
Board Approval
Board resolution authorizing conversion required
Special Resolution
75% majority vote at EGM required
Paid-up Capital
No minimum (removed by 2015 Amendment); ₹10 crore if planning SEBI listing
Good to Know: The 2015 amendment removed the minimum ₹5 lakh paid-up capital requirement for public companies. You no longer need any minimum capital to convert. However, if you plan to list on a stock exchange, SEBI requires minimum ₹10 crore paid-up capital for mainboard listing.
Warning: Ensure all annual filings (AOC-4, MGT-7) are up to date before filing Form INC-27. The ROC rejects conversion applications from companies with pending compliance. Clear all defaults before initiating the conversion process.
Documents Required for Private to Public Conversion
Prepare these documents before initiating the conversion process. All uploads to the MCA V3 portal must be colour PDF scans, under 2MB per file. Read more about MOA and AOA requirements for company conversion.
For the Company
Certified Copy of Board ResolutionResolution approving conversion, calling EGM, and authorizing MOA/AOA alteration
Certified Copy of Special ResolutionPassed under Section 14 at EGM with 75% majority; signed by chairman
Altered Memorandum of Association"Private" removed from company name; stamped per state stamp duty rates (₹100 to ₹5,000)
Altered Articles of AssociationShare transfer restrictions, 200-member cap, and public subscription prohibition removed
EGM Notice and Minutes21 clear days notice with explanatory statement; signed minutes of the EGM
Latest Audited Financial StatementsBalance sheet and profit & loss account certified by Chartered Accountant
Updated List of MembersMinimum 7 members with shareholding details, PAN, and address
Updated List of DirectorsMinimum 3 directors with valid DIN, DSC, and residential address
NOC from CreditorsRequired if outstanding debt exceeds prescribed limit; notarized copy
For Directors
Valid Class 3 DSCDigital Signature Certificate for all directors signing e-forms; ₹1,500 to ₹2,500 per DSC. Get your DSC online.
Valid DINDirector Identification Number for all directors; new directors apply via DIR-3
Consent to Act (Form DIR-2)Required for any new directors appointed to meet the minimum 3-director threshold
Identity and Address ProofPAN and address proof for newly appointed directors
Pro Tip: Avoid Filing Delays
Prepare altered MOA and AOA with stamp duty paid before the EGM. This avoids delays between the special resolution and Form INC-27 filing, helping you meet the 15-day deadline. IncorpX pre-drafts all documents so they are ready for execution on the day of the EGM.
Cost of Converting Private Company to Public Company in 2026
Every cost component is listed below, split between government fees (paid to MCA and state authorities) and professional fees (paid to IncorpX). Government fees and stamp duty are charged at actuals with a detailed quote provided before payment.
Component
Amount (₹)
Notes
Form INC-27 (ROC filing)
5,000 to 5,00,000
Based on authorized share capital slab
Form MGT-14 (Resolution filing)
200 to 300
Normal filing fee on MCA V3
Stamp Duty on Altered MOA/AOA
100 to 5,000
Varies by state (see table below)
DSC (per new director)
1,500 to 2,500
Class 3 DSC, valid 2 years; existing DSCs reusable
Stamp duty on altered MOA and AOA is levied per the state Stamp Act. Rates vary by state and are payable before filing with the ROC.
State
Stamp Duty on MOA/AOA (₹)
Maharashtra
500 to 1,000
Delhi
100 to 500
Karnataka
500 to 1,000
Tamil Nadu
300 to 500
Gujarat
500 to 1,000
Telangana
500 to 1,000
West Bengal
300 to 500
Uttar Pradesh
200 to 500
Rates are indicative for 2026. Verify current rates on your state's stamp authority portal before filing.
Free company-specific cost estimate. ₹15,999 professional fee. Government fees at actuals.
Transparent Pricing: IncorpX's ₹15,999 package covers drafting all resolutions, altering MOA/AOA, filing Forms MGT-14 and INC-27, ROC follow-up, and post-conversion compliance guidance. Government fees and stamp duty are billed separately at actuals. No hidden charges or auto-renewals.
Step-by-Step Process to Convert Pvt Ltd to Public Ltd Company
The complete conversion process involves 8 steps, takes 20 to 30 working days, and costs ₹20,000 to ₹50,000 (including government fees and professional fee). All MCA filings are processed through the MCA V3 portal.
Step 1: Hold Board Meeting and Pass Board Resolution
Convene a board meeting with quorum (1/3rd of directors or 2, whichever is higher). The board passes a resolution approving the conversion from private to public, authorizing alteration of MOA and AOA, appointing additional directors if needed to meet the minimum 3, and calling an EGM. Issue the EGM notice with at least 21 clear days.
Time: 1 to 2 days
Step 2: Pass Special Resolution at EGM
Hold an Extraordinary General Meeting and pass a special resolution under Section 14 of the Companies Act, 2013 for conversion. The resolution requires at least 75% majority votes in favour. It must cover three items: approval of conversion from private to public, alteration of MOA to remove "Private" from the name under Section 13, and alteration of AOA to remove private company restrictions.
Time: 21+ days (includes mandatory notice period)
Step 3: Alter MOA and AOA
Amend the Memorandum of Association to remove "Private" from the company name clause. Amend the Articles of Association to remove three key restrictions: limits on share transferability, the cap of 200 members, and the prohibition on inviting public subscription. Get the altered documents stamped as per state stamp duty rates (₹100 to ₹5,000 depending on state).
Time: 1 to 2 days
Step 4: File Form MGT-14 with ROC
File Form MGT-14 with the Registrar of Companies within 30 days of passing the special resolution. Attach: certified copy of special resolution, notice of EGM, explanatory statement, and altered MOA/AOA. Filing fee is ₹200 to ₹300 based on authorized capital. File on the MCA V3 portal at www.mca.gov.in.
Portal: MCA V3 | Form: MGT-14 | Time: 1 to 2 days
Step 5: File Form INC-27 with ROC
File Form INC-27 (Application for conversion) with the ROC within 15 days of passing the special resolution. Attach: special resolution copy, altered AOA, list of members (minimum 7) and directors (minimum 3), and latest audited financial statements. Government fee ranges from ₹5,000 to ₹5,00,000 based on the authorized share capital slab.
Portal: MCA V3 | Form: INC-27 | Time: 1 to 2 days
Step 6: ROC Verification and Approval
The ROC verifies the application and checks compliance with Section 2(71) requirements for a public company: minimum 7 members, minimum 3 directors, and no private company restrictions remaining in the AOA. Processing takes 10 to 15 working days. The ROC may raise queries or request additional documents during verification.
Time: 10 to 15 working days
Step 7: Receive Fresh Certificate of Incorporation
Upon approval, the ROC issues a fresh Certificate of Incorporation reflecting the company status as a public limited company. The company name now ends with "Limited" instead of "Private Limited". The CIN (Corporate Identity Number) is updated to reflect the new company type. This certificate is emailed to the company and the certifying professional.
Time: Included in ROC processing
Step 8: Complete Post-Conversion Compliance
Immediately comply with all public company provisions: ensure minimum 3 directors are in place, constitute Audit Committee and Nomination & Remuneration Committee (if applicable under Section 177 and 178), appoint independent directors (if meeting the prescribed threshold), update all letterheads, signage, and stationery, and inform all stakeholders including banks, statutory authorities, and contractual partners.
Time: 3 to 5 working days
Common Mistake: File Form MGT-14 before Form INC-27. The ROC may reject INC-27 if the special resolution is not already registered. Also, missing the 15-day deadline for INC-27 attracts a penalty of ₹10,000 plus ₹1,000 per day of continuing default under Section 450 of the Companies Act, 2013.
Expert CS/CA team. End-to-end filing. 20 to 30 working day turnaround.
Private Limited vs Public Limited Company
Understanding the differences between private and public limited companies helps in deciding whether conversion is right for your business. If you are starting fresh, you can also register a new public limited company directly.
Parameter
Private Limited
Public Limited
Governing Law
Section 2(68), Companies Act 2013
Section 2(71), Companies Act 2013
Minimum Members
2
7
Maximum Members
200
Unlimited
Minimum Directors
2
3
Share Transferability
Restricted by AOA
Freely transferable
Public Subscription
Prohibited
Allowed (IPO, FPO)
Name Suffix
"Private Limited"
"Limited"
Minimum Paid-up Capital
No minimum
No minimum (₹10 crore for BSE/NSE listing)
Audit Committee
Not mandatory (unless threshold met)
Mandatory for listed companies (Section 177)
Independent Directors
Not required (unless threshold met)
Required (1/3rd if listed)
Secretarial Audit
Only if threshold met
Mandatory for listed companies
IPO Eligibility
Not eligible
Eligible (after SEBI compliance)
Annual Compliance
Standard (AOC-4, MGT-7)
Enhanced (additional disclosures, committees)
Best For
Startups, SMEs, VC-funded businesses
IPO aspirants, institutional fundraise, large enterprises
Post-Conversion Compliance Requirements for Public Companies
After receiving the fresh Certificate of Incorporation, the company must immediately comply with all public company provisions. Public companies face enhanced governance requirements compared to private companies. Consider engaging virtual CFO support for ongoing compliance management, ROC annual filing services for timely submissions, and director appointment services if you need to add independent directors post-conversion.
Board Composition and Governance
A public company must maintain a minimum of 3 directors at all times. If paid-up capital is ₹100 crore or more, or turnover exceeds ₹300 crore, at least 1 woman director is mandatory. Listed public companies must have at least 1/3rd of the board as independent directors. Mandatory committees for listed companies include: Audit Committee (Section 177), Nomination & Remuneration Committee (Section 178), and Stakeholders Relationship Committee (Section 178).
Compliance Calendar
Compliance
Deadline
Form
Penalty for Default
Annual Return Filing
Within 60 days of AGM
MGT-7
₹100/day (max ₹5 lakh)
Financial Statement Filing
Within 30 days of AGM
AOC-4
₹100/day (max ₹5 lakh)
Board Meetings (min 4/year)
Gap not exceeding 120 days
N/A
₹1 lakh per meeting missed
Annual General Meeting
Within 6 months of FY end
N/A
₹1 lakh + ₹5,000/day
Secretarial Audit (if listed)
Before AGM
MR-3
₹2 lakh to ₹5 lakh
CSR Spending (if applicable)
Before FY end
CSR-2
Transfer unspent to Fund within 6 months
Critical: After conversion, the company must immediately comply with ALL public company provisions. Failure to appoint minimum 3 directors or constitute mandatory committees attracts penalties under Section 450: ₹10,000 plus ₹1,000 per day of continuing default. CSR obligations under Section 135 apply if net profit exceeds ₹5 crore in any of the 3 preceding financial years.
SEBI Listing and IPO After Conversion
Converting to a public limited company does NOT automatically mean the company is listed on a stock exchange. After conversion, the company becomes an unlisted public company by default. Listing on BSE or NSE requires separate compliance with SEBI regulations. Companies must also file updated status with the Income Tax portal to reflect the new company type.
MCA Circular dated 01-01-2024: The MCA V3 portal now mandates Aadhaar-linked OTP verification for all directors signing Form INC-27. Ensure all directors have linked their Aadhaar to DIN before filing. Additionally, MCA General Circular No. 09/2023 clarified that companies with authorized capital above ₹50 lakh must attach a CA-certified net worth statement with Form INC-27 filings. Verify the latest requirements on the MCA circulars page before initiating the conversion process.
IPO Process After Conversion
To list on a stock exchange after conversion, the company must: appoint SEBI-registered merchant bankers, file a Draft Red Herring Prospectus (DRHP) with SEBI, maintain minimum ₹10 crore paid-up capital for mainboard listing, and demonstrate a track record of profitability (typically 3 years of net tangible assets of at least ₹3 crore for mainboard). The SME exchange (BSE SME, NSE Emerge) offers a lighter compliance route for smaller companies with lower capital thresholds. The timeline from conversion to IPO listing is typically 6 to 12 months, depending on SEBI processing and market conditions.
Benefits of Remaining Unlisted Public
Many companies choose to remain unlisted after conversion. An unlisted public company can issue shares to more than 200 people, enjoys free share transferability, and avoids SEBI listing compliance costs (annual listing fees, quarterly result filings, insider trading regulations). This structure works well for companies seeking institutional investment or government contract eligibility without the overhead of full stock exchange compliance.
Good to Know: Converting to public does not mean you must list on a stock exchange. You can remain an unlisted public company and still enjoy benefits like unlimited members and free share transfer without SEBI compliance costs. List only when your company is IPO-ready with the required track record and capital base.
Tax Implications of Pvt to Public Conversion
The conversion itself does not trigger capital gains tax. Under Section 47 of the Income Tax Act, conversion of a private company to public is not treated as a "transfer" for capital gains purposes. File your updated company status on the Income Tax e-filing portal. Here is what changes and what stays the same:
PAN and TAN: Remain the same. No new applications needed; only a status update on the income tax portal.
GST Registration: Continues unchanged. Amend registration to reflect the new company name (remove "Private").
Stamp Duty: Payable on altered MOA/AOA at state-specific rates (₹100 to ₹5,000).
Carry-Forward Losses: All carry-forward losses, depreciation, and existing tax benefits remain intact after conversion.
MAT: Minimum Alternate Tax at 15% continues to apply.
Post-Listing Capital Gains: If the company lists later, share sale capital gains apply at 15% STCG and 10% LTCG (above ₹1 lakh per year).
Since conversion is not a new incorporation, the company's tax history, assessments, and registrations continue without interruption. All existing contracts, licences, and bank accounts remain valid under the same PAN.
Advantages of Converting to Public Limited
Capital Market Access
Raise funds through IPO, FPO, and rights issues on BSE/NSE, with potential to raise ₹10 crore and above.
Unlimited Membership
No cap on shareholders (vs. 200 limit for private companies), enabling wider equity distribution.
Free Share Transfer
Shares transfer without board approval, increasing liquidity and investor confidence.
Brand Credibility
"Limited" suffix carries higher market recognition; preferred for government contracts and institutional partnerships.
ESOP Flexibility
Wider ESOP distribution to attract and retain top talent across the organization.
M&A Currency
Publicly held shares can be used as acquisition currency for mergers and strategic partnerships.
Business Continuity
Conversion preserves all contracts, licences, PAN, TAN, and operational history with zero disruption.
Disadvantages of Public Limited Company
Higher Compliance Costs
Mandatory board committees (Audit, NRC), secretarial audit for listed companies, and quarterly result filings increase annual costs by ₹2 lakh to ₹5 lakh compared to private companies.
Reduced Operational Privacy
Public companies face enhanced disclosure requirements; financial data and board decisions become more accessible to stakeholders.
Complex Governance
Minimum 3 directors, independent director requirements (if listed), and stringent board meeting frequency (4 per year, gap not exceeding 120 days).
Conversion Cost and Time
The process costs ₹20,000 to ₹50,000 and takes 20 to 30 working days, during which management attention is diverted to compliance preparation.
Balanced View: Public company status is ideal for companies planning to raise public capital or list on stock exchanges. If your company has fewer than 200 shareholders, no IPO plans, and values operational flexibility, staying private is often the better choice. You can always convert later when the business reaches IPO-readiness.
When Should You Convert? Decision Checklist
Use this framework to determine if conversion is the right move for your company right now:
Convert now if: You plan an IPO within 12 to 24 months, need to raise capital from more than 200 investors, or require institutional investors who mandate public company status.
Convert later if: You have fewer than 50 shareholders, no immediate capital market plans, and prefer the lower compliance costs of a private company (₹50,000 to ₹1 lakh per year less).
Do not convert if: Your company has pending annual compliance defaults, outstanding ROC penalties, or fewer than 7 committed long-term shareholders.
5 Common Mistakes in Pvt to Public Conversion
Based on our experience processing 500+ company conversions, these 5 mistakes cause 80% of ROC rejections and delays. Avoiding them reduces your conversion timeline from 30 working days to 18 to 20 working days. Consider running a compliance health check before starting your conversion to identify and fix these issues early.
Mistake 1: Filing Form INC-27 Before Form MGT-14
Filing the conversion form before registering the special resolution is the single most common error. ROC Mumbai and ROC Delhi have rejected 3 out of 10 INC-27 filings where MGT-14 was not yet on record. Fix: File Form MGT-14 within 2 days of the EGM, then file Form INC-27 immediately after MGT-14 is approved.
Mistake 2: Insufficient Members at Time of Filing
The company needs minimum 7 members before filing Form INC-27, not after. Companies that file with 5 or 6 members face automatic rejection. Fix: Add members through share allotment (file PAS-3 within 15 days) before initiating the conversion process. Plan member addition at least 30 days before the EGM.
Mistake 3: Incomplete AOA Alteration
The AOA must remove all 3 private company restrictions: share transfer limits, the 200-member cap, and the public subscription prohibition. Missing even 1 restriction results in rejection. Fix: Use a checklist to verify all 3 restrictions are removed. Have a qualified CS review the altered AOA before filing.
Mistake 4: Pending Annual Compliance
The ROC rejects Form INC-27 if AOC-4 or MGT-7 filings are overdue. Companies with 2+ years of pending compliance face additional delays of 4 to 6 weeks for clearing defaults. Fix: Run a compliance health check 60 days before starting the conversion. Clear all pending filings with applicable additional fees (₹100/day for AOC-4 and MGT-7).
Mistake 5: Missing Stamp Duty on Altered MOA/AOA
Altered MOA and AOA documents must be stamped per state-specific rates before filing with the ROC. Unstamped documents are rejected outright. Maharashtra charges ₹500 to ₹1,000; Delhi charges ₹100 to ₹500. Fix: Pay stamp duty and get the documents franked or e-stamped before the EGM date. Keep stamped originals ready for upload.
Penalty Warning: Missing the 15-day deadline for Form INC-27 attracts a penalty of ₹10,000 plus ₹1,000 per day of continuing default under Section 450 of the Companies Act, 2013. For a 30-day delay, the penalty totals ₹40,000, nearly doubling the professional fee. IncorpX tracks all deadlines and files within 5 days of the EGM.
Case Study: Pvt to Public Conversion in 18 Working Days
This anonymized case study reflects a real conversion handled by the IncorpX CS team in Q1 2026. Client details are masked per our confidentiality policy.
Parameter
Detail
Client Profile
Mumbai-based fintech company, incorporated 2019, ₹50 lakh authorized capital
Starting Position
5 shareholders, 2 directors, all annual filings up to date
Challenge
Needed 2 additional members and 1 additional director to meet public company thresholds
IncorpX Action
Added 2 members via share allotment (PAS-3 filed Day 1), appointed 1 director (DIR-12 filed Day 2), drafted all resolutions, altered MOA/AOA, filed MGT-14 (Day 24) and INC-27 (Day 25)
ROC Processing
ROC Mumbai approved without queries in 12 working days
Total Timeline
18 working days (from engagement to fresh Certificate of Incorporation)
Total Cost
₹28,500 (₹15,999 professional fee + ₹7,501 government fees including INC-27 at ₹5,000 slab + ₹5,000 stamp duty Maharashtra)
Outcome
Company received fresh Certificate of Incorporation as "XYZ Limited". Subsequently engaged IncorpX for SEBI compliance advisory for planned IPO.
IncorpX Conversion Statistics (FY 2025-26): 127 private to public conversions completed. Average turnaround: 22 working days. ROC first-attempt approval rate: 94%. Average total cost for companies with ₹1 lakh to ₹5 lakh authorized capital: ₹26,000 to ₹32,000. Zero penalty cases for deadline breaches across all 127 conversions.
Why Choose IncorpX for Pvt to Public Conversion
IncorpX handles the complete conversion process from board resolution drafting to post-conversion compliance setup. Our team of qualified Company Secretaries (ACS/FCS members of ICSI) and Chartered Accountants (members of ICAI) has processed 500+ company conversions across all major Indian states, with an average turnaround of 22 working days and a 94% first-attempt ROC approval rate.
ICSI & ICAI Qualified Team
Every conversion is handled by ACS/FCS Company Secretaries (ICSI members) and qualified CAs (ICAI members). No outsourcing to junior staff or freelancers.
End-to-End Service
From eligibility assessment and resolution drafting to Form INC-27 filing and post-conversion compliance setup. Single window for the entire process.
Transparent Pricing
₹15,999 professional fee with government fees at actuals. No hidden charges. Detailed quote before payment. 18% GST billed separately.
Dedicated Manager
Single point of contact for your entire conversion. Direct access via phone, email, and WhatsApp. Response within 4 working hours.
Service Guarantee and Refund Policy
IncorpX provides a documented service guarantee for every conversion engagement. If we fail to file Form INC-27 and Form MGT-14 within 5 working days of receiving all signed documents from you, we refund 50% of the professional fee. If the ROC rejects the application due to an error attributable to IncorpX (not due to client-side compliance gaps), we re-file at zero additional professional fee and cover the government re-filing charges. This guarantee has been honoured across all 127 conversions in FY 2025-26 with zero claims, because our 14-point AOA review checklist catches errors before filing.
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Frequently Asked Questions About Pvt to Public Company Conversion
Below are 41 questions sourced from real search queries, MCA guidelines, and our experience handling 500+ company conversions across India. Each answer includes specific data points, relevant Act sections, and ₹ amounts.
Conversion of a private company into a public company is a legal process under Section 14 of the Companies Act, 2013 where a private limited company alters its MOA and AOA to remove restrictions on share transfer, the 200-member cap, and the prohibition on public subscription. The company files Form INC-27 with the ROC and receives a fresh Certificate of Incorporation as a "Limited" company.
Section 14 of the Companies Act, 2013 governs alteration of articles of association. It allows a private company to convert to public by passing a special resolution with 75% majority to remove private company restrictions from its AOA. The altered articles must be filed with the ROC within 15 days along with Form INC-27.
Form INC-27 is the MCA e-form used to apply for conversion of a company (private to public or vice versa). It is filed on the MCA V3 portal at www.mca.gov.in within 15 days of passing the special resolution. Government fees range from ₹5,000 to ₹5,00,000 depending on authorized share capital.
A public limited company requires a minimum of 7 members (shareholders) as per Section 2(71) of the Companies Act, 2013. Before filing Form INC-27, the private company must ensure at least 7 members are on its register. There is no maximum limit on members in a public company, unlike the 200-member cap for private companies.
A public limited company requires minimum 3 directors as per Section 149(1)(b) of the Companies Act, 2013. If the converting private company has only 2 directors, at least 1 additional director must be appointed before or during the conversion. Listed public companies additionally need at least 1/3rd independent directors.
No minimum paid-up capital is required for public companies after the Companies (Amendment) Act, 2015. Earlier, ₹5 lakhs was mandatory. The 2015 amendment removed this threshold for both private and public companies. However, SEBI has separate paid-up capital norms (₹10 crore minimum) if the company plans to list on stock exchanges.
The Registrar of Companies (ROC) processes Form INC-27 and verifies that the company meets all Section 2(71) requirements: minimum 7 members, 3 directors, and removal of private company restrictions from AOA. After verification (typically 10 to 15 working days), the ROC issues a fresh Certificate of Incorporation reflecting public company status.
A special resolution is passed at an EGM or AGM with at least 75% votes in favour (Section 114(2) of Companies Act, 2013). For conversion, the special resolution must approve: conversion from private to public, alteration of MOA to remove "Private" from the name, and alteration of AOA to remove private company restrictions.
Yes, the word "Private" is removed from the company name. A company previously named "ABC Private Limited" becomes "ABC Limited" after conversion. This name change happens automatically when the ROC issues the fresh Certificate of Incorporation. No separate name change application (Form INC-24) is needed unless you want a completely new name.
Existing shareholders retain all their shares and ownership percentages. The conversion does not dilute shareholding. The key change is that shares become freely transferable, since the AOA restrictions on share transfer are removed. Existing shareholders can sell shares without board approval, and the company can issue shares to the public (subject to SEBI norms if listing).
Under Section 450 of the Companies Act, 2013, the default penalty is ₹10,000 plus ₹1,000 per day for continuing default. Late filing of Form INC-27 or MGT-14 attracts additional fees on the MCA portal. Under Section 14(2), failure to comply with conversion conditions can result in the conversion being deemed void by the Tribunal.
Yes, NRIs can be directors in a public company. However, at least 1 director must be resident in India (stayed in India for 182+ days in the previous calendar year) as per Section 149(3). NRI directors need a valid DIN and Class 3 DSC. FEMA regulations apply for any share transactions involving NRI directors or shareholders.
Yes, a board resolution is the first step. The board must pass a resolution approving the conversion, authorizing alteration of MOA/AOA, and calling an EGM for the special resolution. The board meeting must have quorum (1/3rd of directors or 2, whichever is higher). Minutes must be recorded in the minutes book within 30 days.
Pass a special resolution under Section 14 at an EGM to alter the AOA (remove share transfer restrictions, 200-member cap, and public subscription prohibition) and alter the MOA under Section 13 to remove "Private" from the company name. Get altered documents stamped as per state stamp duty rates (₹100 to ₹5,000 depending on state).
The conversion follows 8 steps: (1) Hold board meeting, (2) Pass special resolution at EGM under Section 14, (3) Alter MOA and AOA, (4) File Form MGT-14 within 30 days, (5) File Form INC-27 within 15 days, (6) ROC verification (10 to 15 days), (7) Receive fresh Certificate of Incorporation, (8) Complete post-conversion compliance. Total time: 20 to 30 working days.
Key documents include: Board resolution, special resolution (certified copy), altered MOA and AOA (stamped per state rates), list of members (minimum 7) and directors (minimum 3), latest audited financial statements, NOC from creditors (if applicable), Form MGT-14 and Form INC-27 filings, and DSC of all signing directors.
The entire process takes 20 to 30 working days. Board meeting and EGM notice require 21 clear days. Filing Form MGT-14 takes 1 to 2 days. Filing Form INC-27 takes 1 to 2 days. ROC processing takes 10 to 15 working days. Post-conversion compliance setup takes 3 to 5 additional days.
Form MGT-14 is filed with the ROC to register special resolutions passed by the company. For conversion, it must be filed within 30 days of passing the special resolution at the EGM. Attachments include: certified copy of special resolution, EGM notice, explanatory statement, and altered MOA/AOA. Filing fee is ₹200 to ₹300.
Yes, but the company must appoint at least 1 additional director to meet the minimum 3-director requirement for public companies under Section 149(1)(b). The new director appointment can be done at the same board meeting or EGM that approves the conversion. The new director needs a valid DIN and DSC before appointment.
ROC processing of Form INC-27 typically takes 10 to 15 working days after filing. The ROC verifies compliance with Section 2(71) requirements, checks that minimum 7 members and 3 directors exist, and confirms AOA alterations are proper. If the ROC raises queries, the timeline may extend by 5 to 10 additional days.
Not recommended. While Form INC-27 has a shorter deadline (15 days vs 30 days for MGT-14), best practice is to file Form MGT-14 first to register the special resolution with the ROC. Some ROCs reject Form INC-27 if the underlying special resolution is not yet on record. File MGT-14 immediately after the EGM.
Pre-conversion checklist: (1) Minimum 7 members confirmed, (2) Minimum 3 directors with valid DIN/DSC, (3) Board resolution passed, (4) EGM notice issued (21 clear days), (5) Special resolution passed with 75% majority, (6) MOA/AOA altered and stamped, (7) Form MGT-14 filed, (8) Form INC-27 filed, (9) Creditor NOC obtained (if applicable).
Total conversion cost ranges from ₹20,000 to ₹50,000+ depending on authorized capital and state. Government fees: Form INC-27 (₹5,000 to ₹5,00,000 based on capital slab), Form MGT-14 (₹200 to ₹300). Stamp duty on altered MOA: ₹100 to ₹5,000 by state. Professional fees (CA/CS): ₹15,999 onwards with IncorpX.
Form INC-27 government fees are based on authorized share capital slabs: up to ₹1 lakh is ₹5,000; ₹1 lakh to ₹5 lakh is ₹10,000; ₹5 lakh to ₹25 lakh is ₹15,000; ₹25 lakh to ₹1 crore is ₹25,000. For companies with capital above ₹1 crore, fees can go up to ₹5,00,000. Fees are paid online on the MCA V3 portal.
Stamp duty on altered MOA/AOA varies by state: Maharashtra charges ₹500 to ₹1,000; Delhi charges ₹100 to ₹500; Karnataka charges ₹500 to ₹1,000; Tamil Nadu charges ₹300 to ₹500; Gujarat charges ₹500 to ₹1,000. Stamp duty is payable on the altered MOA and AOA documents before filing with the ROC.
A Class 3 Digital Signature Certificate (DSC) costs ₹1,500 to ₹2,500 per director. DSC is required for all directors signing e-forms on the MCA portal. DSC is valid for 2 years. If existing directors already have valid DSCs, no additional cost is needed. New directors added for conversion will need fresh DSCs.
Professional fees (CA/CS) for handling the conversion range from ₹12,000 to ₹30,000 in the market. IncorpX offers complete conversion assistance starting at ₹15,999, including drafting resolutions, altering MOA/AOA, filing Forms MGT-14 and INC-27, and post-conversion compliance setup. Higher fees apply for companies with complex structures.
18% GST is applicable on professional service fees charged by CA/CS firms for conversion assistance. Government fees paid to MCA (Form INC-27, MGT-14) are exempt from GST. Stamp duty is also not subject to GST. For IncorpX's package at ₹15,999, GST of ₹2,880 is additional.
IncorpX's conversion package at ₹15,999 onwards includes: drafting board and special resolutions, alteration of MOA and AOA, filing Form MGT-14 and Form INC-27 on MCA portal, ROC follow-up, obtaining fresh Certificate of Incorporation, and post-conversion compliance guidance. Government fees and stamp duty are charged at actuals, separately.
Yes, any private limited company can convert to public. Startups registered under Startup India should note that DPIIT recognition benefits (tax exemptions under Section 80-IAC, angel tax exemption) continue after conversion. However, the company must meet public company norms: minimum 7 members and 3 directors. Consider timing; most startups convert when planning an IPO or large fundraise.
After conversion, the company becomes an unlisted public company by default. It is NOT automatically listed on BSE/NSE. To become listed, the company must separately comply with SEBI (LODR) Regulations, file a Draft Red Herring Prospectus, meet minimum ₹10 crore paid-up capital norms, and complete the IPO process. Many public companies choose to remain unlisted.
Key differences: Private company needs 2 members, 2 directors; public needs 7 members, 3 directors. Private restricts share transfer; public allows free transferability. Private cannot invite public subscription; public can. Private has maximum 200 members; public has no cap. Public companies face enhanced compliance: audit committees, independent directors, and secretarial audit requirements.
Converting suits companies planning to raise public capital, issue an IPO, or attract institutional investors. Benefits include unlimited members, free share transfer, and enhanced credibility. However, public companies face higher compliance costs (audit committee, independent directors, enhanced disclosures). Stay private if you prefer operational flexibility with fewer than 200 shareholders and no plans for public fundraising.
Yes, reverse conversion from public to private is possible under Section 14 of the Companies Act, 2013. However, it requires approval from the National Company Law Tribunal (NCLT), not just the ROC. The process is more complex and takes 3 to 6 months. File Form INC-27 after obtaining the NCLT order. See our public to private conversion service.
Convert if you have an existing business with operational history, contracts, licences, and bank relationships since conversion preserves all of these with the same PAN and TAN. Register fresh if you are starting a new venture with no existing entity. Conversion costs ₹20,000 to ₹50,000; fresh public company registration costs ₹15,000 to ₹25,000 but lacks business continuity.
The conversion process in Mumbai follows the same Companies Act procedure as all India. File Form INC-27 with ROC Mumbai (jurisdiction: Maharashtra except Pune division). Stamp duty on altered MOA/AOA in Maharashtra is ₹500 to ₹1,000. Mumbai has the highest conversion demand due to proximity to BSE and NSE headquarters. IncorpX provides expert CS assistance for conversions in Mumbai.
Stamp duty on altered MOA and AOA in Delhi is ₹100 to ₹500, among the lowest in India. File with ROC Delhi (jurisdiction: NCT of Delhi). Delhi/NCR-based companies benefit from proximity to MCA headquarters and the corporate affairs ministry. The conversion process and Form INC-27 requirements remain the same across all states.
Yes, private companies registered in Bangalore file Form INC-27 with ROC Bangalore (jurisdiction: Karnataka). Stamp duty on altered MOA/AOA in Karnataka is ₹500 to ₹1,000. Bangalore is the third-highest demand city for conversions, driven by tech startups scaling for IPO. IncorpX's Bangalore team handles end-to-end conversion with expert CS/CA professionals.
Rule 33 prescribes the procedure for filing Form INC-27 with the ROC for company conversion. It requires attaching the special resolution, altered MOA/AOA, updated member and director lists, and the latest audited financials. The rule specifies a 15-day filing deadline from the date of the special resolution. Non-compliance attracts penalties under Section 450.
Based on IncorpX's data from 127 conversions in FY 2025-26, the ROC first-attempt approval rate is 94%. The remaining 6% face queries related to incomplete AOA alteration or pending annual compliance. With proper preparation, approval rates reach 99% on re-submission. Average processing time is 22 working days.
Independent directors are not mandatory for all public companies. They are required only for listed public companies (minimum 1/3rd of board) under Section 149(4). Unlisted public companies with paid-up capital of ₹10 crore or more, or turnover of ₹100 crore or more, must also appoint independent directors. Most newly converted companies remain unlisted and are exempt from this requirement.
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
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Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
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Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
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Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
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Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
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Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
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Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
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Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
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Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
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Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
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