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Convert Public Limited Company to Private Limited Company
Go Private Under Section 14 of Companies Act, 2013 in 4 to 6 Months Starting at Just ₹12,999
Regional Director Route (Post-2018). Form RD-1 Filing. Newspaper Publication. Creditor Notification. Fresh Certificate of Incorporation. Government Fees at Actuals.
Board and Special Resolution Drafting
Alteration of MOA (Add "Private")
Alteration of AOA (Add Restrictions)
Newspaper Advertisement in Form INC-25A
Creditor List Preparation with Affidavit
Form RD-1 Filing with Regional Director
Form INC-28 Filing with RoC
Fresh Certificate of Incorporation
Post-Conversion Name and Record Updates
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Ready to Convert Your Public Company to Private?
Reduce compliance costs, gain financial privacy, and concentrate ownership. Expert-assisted conversion under Section 14 starting at ₹12,999.
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Fill the Form
Simply fill the above form to get started.
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Convert Your Public Company to Private Limited
End-to-end professional assistance with public to private conversion via the Regional Director route under Rule 41.
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Public to Private Conversion Package 2026
From ₹12,999 IncorpX professional fee for assistance
Timeline depends on the application type and authority review
Application support Professional assistance
Board and Special Resolution Drafting
Alteration of MOA and AOA
Newspaper Advertisement (Form INC-25A)
Creditor List Preparation with Affidavit
Form MGT-14 Filing with RoC
Form RD-1 Filing with Regional Director
Regional Director Liaison and Hearing Support
Form INC-28 Filing with RoC
Fresh Certificate of Incorporation
Post-Conversion Name Update Guidance
*Listed amounts are IncorpX professional charges for end-to-end assistance. Government / statutory fees are charged separately at actuals.
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A comprehensive package for startups and expanding enterprises seeking a compliant incorporation process.
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Important Notes
We strive to help secure approval for 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.
Public to private company conversion is the legal process of converting a public limited company into a private limited company under Section 14 of the Companies Act, 2013, by altering the articles of association to add private company restrictions on share transfer, the 200-member cap, and the prohibition on public subscription for shares or debentures. Based on our experience handling 500+ company conversions since 2019, this is one of the most procedurally sensitive filings because of strict deadlines (60 days for RD-1, 30 days for creditor list dating) that many companies miss.
The conversion gained renewed relevance after the MCA Gazette notification dated 18 December 2018, which shifted the approval authority from the National Company Law Tribunal (NCLT) to the Regional Director under Rule 41 of Companies (Incorporation) Rules, 2014. This change simplified the process significantly. Companies going private must pass a special resolution with 75% shareholder majority, publish newspaper advertisements in Form INC-25A (1 English and 1 vernacular newspaper), prepare a creditor list with affidavit, file Form RD-1 within 60 days of the special resolution, and obtain the Regional Director's approval (or rely on the 30-day deemed approval provision if no objections are received). After approval, Form INC-28 is filed with the RoC, which issues a fresh Certificate of Incorporation reflecting "Private Limited" in the company name. Companies typically pursue this conversion to reduce compliance costs, avoid SEBI regulations, concentrate ownership, and gain financial privacy. Explore all business conversion services or learn about the reverse conversion from private to public.
This page covers: Public-to-private conversion for both unlisted and listed companies in India, including Regional Director route (post-2018), NCLT route (legacy), SEBI delisting for listed companies, cost breakdown, documents, eligibility, post-conversion compliance, and common mistakes. | Not covered: Conversion of Section 8 companies, conversion of foreign companies, or cross-border restructuring.
Going private delivers tangible financial and operational advantages. Here are 8 specific benefits that drive public companies to convert, with data points on each. Based on our experience with 500+ conversion filings, compliance cost savings alone justify the conversion for 80% of our clients. If you are considering registering a new private limited company instead, compare the options below.
Reduced Compliance Burden
Private companies are exempt from many SEBI and stock exchange compliances. No quarterly financial reporting, no independent directors required for small companies, and fewer board meeting requirements for small companies and startups (minimum 2 per year vs standard 4).
Lower Operating Costs
Save ₹2 lakh to ₹10 lakh annually on compliance costs. Audit committee, nomination committee, stakeholder grievance committee, and SEBI filing fees are all eliminated after conversion.
Financial Privacy
Private companies face reduced disclosure requirements. No mandatory quarterly results publication, no analyst calls, and limited public access to financial data compared to listed public companies.
Concentrated Ownership Control
Maximum 200 members with restricted share transfer gives promoters greater control over ownership structure. No hostile takeover risk through open market purchases.
Faster Decision-Making
Fewer regulatory approvals needed for business decisions. No SEBI approval for related-party transactions below thresholds, no stock exchange intimation requirements for operational decisions.
No SEBI Regulations
After delisting (if previously listed), the company is free from SEBI (LODR) Regulations 2015, insider trading regulations, and takeover code compliance. Significant operational freedom.
Flexible Board Structure
Private companies need minimum 2 directors (vs 3 for public). No mandatory independent directors for small companies. No compulsory woman director requirement for certain categories.
Protection from Market Volatility
Share price is not subject to market fluctuations. Business valuation based on fundamentals rather than market sentiment. Long-term strategic planning without quarterly earnings pressure.
Public Limited vs Private Limited Company
Understanding the structural differences between public and private companies helps you evaluate what changes after conversion. Compare the key parameters below. For full details, see public limited company registration.
Parameter
Public Limited Company
Private Limited Company
Minimum Members
7
2
Maximum Members
No limit
200
Minimum Directors
3
2
Share Transferability
Freely transferable
Restricted (requires board approval)
Public Share Offering
Allowed (IPO, FPO)
Not allowed
SEBI Compliance
Mandatory (if listed)
Not applicable
Annual Compliance Cost
₹5 lakh to ₹20 lakh (listed)
₹50,000 to ₹2 lakh
Independent Directors
Mandatory (1/3 of board)
Not required (small companies)
Financial Disclosure
Quarterly + annual public reporting
Annual filing with RoC only
Name Suffix
"Limited"
"Private Limited"
Key Decision Factor: If your public company has fewer than 200 active shareholders and no plans for future public fundraising, conversion to private saves ₹3 lakh to ₹18 lakh annually in compliance costs alone.
Eligibility and Conditions for Public to Private Conversion
Not every public company qualifies for conversion. Section 14 and Rule 41 impose specific conditions that must be met before filing Form RD-1. Verify each requirement below before initiating the process.
Requirement
Detail
Company Type
Existing public limited company (limited by shares)
Board Approval
Board resolution authorising conversion
Shareholder Approval
Special resolution with 75% majority (Section 14)
No Pending Investigation
No inquiry/inspection/investigation under Sections 206 to 229
No Pending Prosecution
No prosecution pending before any court
Creditor Notification
Complete creditor list + individual notices via registered post
Newspaper Publication
2 newspapers (1 English + 1 vernacular), 21 days before filing
Membership Cap
Post-conversion membership must not exceed 200
Warning: Conversion is prohibited if the company is under investigation or prosecution under Sections 206 to 229 of the Companies Act, 2013. Verify compliance status on the MCA portal before initiating the process. Filing Form RD-1 with a pending investigation results in automatic rejection.
Step-by-Step Process to Convert Public Company to Private
The conversion follows 9 steps over 4 to 6 months, with an approximate total cost of ₹15,000 to ₹55,000 for unlisted companies. All filings are done through the MCA V3 portal. Our Expert Team has filed 500+ conversion applications since 2019, and the average completion time for uncontested conversions is 3.5 months.
Step 1: Pass Board Resolution
Hold a board meeting to approve the proposal for converting the public company to a private company. The board resolution must authorise calling a general meeting and approve the draft amended AOA and MOA incorporating private company restrictions under Section 2(68).
Time: 1 day
Step 2: Pass Special Resolution at General Meeting
Convene an extraordinary general meeting (EGM) and pass a special resolution with at least 75% shareholder approval under Section 14. If the company has more than 200 members, conduct a postal ballot under Section 110. File Form MGT-14 with RoC within 30 days of passing the resolution.
Portal: www.mca.gov.in | Form: MGT-14 | Time: 21 to 30 days
Step 3: Publish Newspaper Advertisement
Publish the conversion notice in Form INC-25A in one English newspaper and one vernacular language newspaper circulating in the district of the registered office. This must be done at least 21 days before filing Form RD-1. Cost ranges from ₹5,000 to ₹15,000 depending on the city.
Form: INC-25A | Time: 21 days
Step 4: Prepare Creditor List and Send Notices
Prepare a complete list of all creditors and debenture holders with names, addresses, and amounts due. The list must be dated within 30 days of filing Form RD-1. Send individual notices via registered post with acknowledgment due. Obtain an affidavit signed by the Compliance Professional and 2 directors verifying the creditor list.
Time: 7 to 15 days
Step 5: File Form RD-1 with Regional Director
File e-Form RD-1 on MCA portal within 60 days of the special resolution. Attach the board resolution, special resolution, amended AOA/MOA drafts, creditor list with affidavit, newspaper clippings, and latest financial statements. Government fee ranges from ₹200 to ₹600 based on authorized capital.
Portal: www.mca.gov.in | Form: RD-1 | Time: 1 to 5 days
Step 6: Regional Director Review and Hearing
The Regional Director reviews the application. If no objections are received from creditors or shareholders, the application is deemed approved after 30 days (deemed approval provision). If objections are received, a hearing is scheduled within 30 days. Maximum 2 resubmissions are allowed via Form RD-GNL-5 within 15 days of each query.
Time: 30 to 60 days
Step 7: Obtain Approval Order
Receive the approval order from the Regional Director confirming the conversion. If no order is passed within 30 days and no objections exist, the application is deemed approved automatically. The company can then proceed to file the order with the RoC.
Time: 1 to 30 days
Step 8: File Certified Copy with RoC
File the certified copy of the RD order with the Registrar of Companies using Form INC-28 within 15 days of receiving the order. Pay the applicable filing fee based on authorized capital. The RoC verifies the order and processes the conversion.
Portal: www.mca.gov.in | Form: INC-28 | Time: 15 days
Step 9: Obtain New Certificate of Incorporation
The RoC issues a fresh Certificate of Incorporation reflecting the company name with "Private Limited" instead of "Limited". Update PAN, TAN, bank accounts, GST registration, and all statutory records with the new company name. Notify all stakeholders, vendors, and partners.
Time: 7 to 15 days
Common Mistake: Filing Form RD-1 beyond 60 days of the special resolution date invalidates the application. Track the deadline from the date the SR was passed at the general meeting, not the date of Form MGT-14 filing.
Deemed Approval Advantage: The 30-day deemed approval provision means if the Regional Director does not act within 30 days and no objections exist, your application is automatically approved. Monitor the timeline closely to use this to your advantage.
Expert assistance. Form RD-1 filing. 4 to 6 months timeline. Government fees at actuals.
NCLT vs Regional Director: Which Approval Route Applies?
The approval process for public-to-private conversion changed fundamentally in December 2018. Before the MCA Gazette notification dated 18 December 2018, the NCLT was the sole authority for approving conversions. After the amendment, Rule 41 of Companies (Incorporation) Rules, 2014 transferred this power to the Regional Director. The NCLT route may still apply in specific legacy or transitional cases, or if the Regional Director refers the matter to the NCLT.
Parameter
Regional Director Route (Current)
NCLT Route (Pre-2018)
Governing Rule
Rule 41, Companies (Incorporation) Rules, 2014
Rule 68, NCLT Rules, 2016
Filing Form
e-Form RD-1
Form NCLT-1
Filing Fee
₹200 to ₹600
₹5,000 (flat)
Filing Deadline
60 days from SR
No specific deadline
Newspaper Form
INC-25A (21 days before filing)
NCLT-3A (14 days before hearing)
Deemed Approval
Yes (30 days)
No
Resubmissions
Max 2 via Form RD-GNL-5
Not applicable
Creditor List Dating
Within 30 days of filing
Within 2 months of filing
RoC Filing After Order
Form INC-28 within 15 days
Form INC-27 within 30 days
Timeline
2 to 4 months
4 to 8 months
Recommendation: The RD route is faster and simpler for all post-2018 conversions. The 30-day deemed approval provision does not exist under the NCLT route. Unless your conversion involves a legacy case or the RD refers the matter to the NCLT, the Regional Director route is the preferred path.
Documents Required for Public to Private Conversion
Prepare these documents before filing. The creditor list must be dated within 30 days of Form RD-1 filing, so prepare it last. All documents must be submitted as colour scans in PDF format on the MCA V3 portal. Need a DSC? Get your Digital Signature Certificate through IncorpX.
For RD Route (Form RD-1)
Certified Copy of Board ResolutionSigned by Compliance Professional or authorised director
Certified Copy of Special ResolutionPassed with 75% majority at EGM under Section 14
Form MGT-14 Filing ReceiptFiled with RoC within 30 days of SR
Draft Amended AOA and MOAAOA with private company restrictions; MOA with "Private" added to name
Creditor and Debenture Holder ListNames, addresses, amounts due; dated within 30 days of RD-1 filing
Affidavit by Expert + 2 DirectorsVerifying completeness of creditor list
Newspaper Clippings (Form INC-25A)1 English + 1 vernacular, published 21+ days before filing
Registered Post Receipts to CreditorsProof of individual notices sent to all creditors
Latest Audited Financial StatementsBalance sheet and profit & loss, certified by Expert
DSC of Authorised SignatoryClass 3 DSC, valid for 2 years, ₹1,500 to ₹2,500
Pro Tip: Creditor List Timing
Prepare the creditor list last, as it must be dated within 30 days of filing Form RD-1. Filing with an expired creditor list is the most common rejection ground. Calculate your filing date first, then prepare the list accordingly.
Public to Private Conversion Cost in 2026
Every cost component is listed below, split between government fees (paid to MCA) and professional fees (paid to IncorpX). Listed companies face significantly higher costs due to SEBI delisting requirements.
Component
Amount (₹)
Notes
Form RD-1 (Government Fee)
₹200 to ₹600
Based on authorised capital
Form MGT-14 (Government Fee)
₹200 to ₹600
Based on authorised capital
Form INC-28 (Government Fee)
₹200 to ₹600
Based on authorised capital
Newspaper Advertisement (2 papers)
₹5,000 to ₹15,000
Metro cities cost more
DSC (per signatory)
₹1,500 to ₹2,500
Valid 2 years, reusable if existing
Stamp Duty (Altered MOA/AOA)
₹100 to ₹5,000
Varies by state
Professional Fee
₹10,000 to ₹30,000
Based on complexity
NCLT Petition Fee (if applicable)
₹5,000
Flat fee, pre-2018 route only
Total (Unlisted Company)
₹15,000 to ₹55,000
Excluding SEBI/delisting costs
State-Wise Stamp Duty Estimates
State
Stamp Duty (₹)
Maharashtra
₹1,000 to ₹5,000
Delhi
₹500 to ₹2,000
Karnataka
₹500 to ₹2,000
Tamil Nadu
₹300 to ₹1,500
Telangana
₹500 to ₹2,000
West Bengal
₹300 to ₹1,000
Gujarat
₹200 to ₹1,000
Uttar Pradesh
₹100 to ₹500
Listed Company Warning: Listed companies face additional costs of ₹5 lakh to ₹50 lakh or more, including SEBI delisting fees, reverse book-building process costs, exit offer payouts to public shareholders, merchant banker fees, and stock exchange compliance. Contact us for a custom quote.
Pricing Transparency: Government fees are fixed by MCA and paid directly to the portal. IncorpX professional fee of ₹12,999 covers end-to-end filing assistance for unlisted companies. All government fees (₹200 to ₹600 per form), newspaper costs, and stamp duty are billed separately at actuals with no hidden charges.
Free consultation. Custom quote based on your company's capital and state.
SEBI Delisting Process for Listed Companies Going Private
If your public company is listed on BSE or NSE, you must complete the SEBI delisting process before applying for public-to-private conversion. The delisting is governed by SEBI (Delisting of Equity Shares) Regulations, 2021, and is entirely separate from the Companies Act conversion process. For legacy cases, the NCLT may retain jurisdiction over specific conversion petitions.
The delisting process requires minimum 90% shareholder consent for voluntary delisting. The promoter appoints a merchant banker, makes a delisting offer to public shareholders, and uses the reverse book-building mechanism to discover the exit price. Public shareholders submit the price at which they are willing to tender their shares. If the promoter accepts the discovered price and achieves the 90% threshold, the shares are delisted from the stock exchange.
The typical delisting timeline is 8 to 12 months. High-profile examples include Vedanta's $2.3 billion delisting attempt in 2020 (which failed to achieve the required threshold) and Hexaware Technologies' successful $1.2 billion delisting in 2020 by Carlyle Group. After successful delisting, the company applies for conversion to private limited through the standard Regional Director route.
Tax impact for shareholders: Shareholders tendering shares at the exit price face capital gains tax. Long-term capital gains (shares held over 12 months) are taxed at 12.5% above ₹1.25 lakh exemption. Short-term capital gains (under 12 months) are taxed at 15% for listed shares.
Critical Sequence: Delisting is separate from conversion. A listed company must FIRST complete the SEBI delisting process and get shares delisted from stock exchanges before applying for public-to-private conversion with the Regional Director. Filing Form RD-1 before delisting completion is not valid.
Tax Implications of Going Private
For unlisted companies, the conversion itself does not trigger direct tax liability since there is no transfer of assets. The company retains the same PAN, and no TDS implications arise from the conversion. GST is not applicable on government fees (they are exempt).
Stamp duty on the altered MOA and AOA varies by state (₹100 to ₹5,000). This is a one-time cost paid at the time of filing the altered documents with the RoC.
For listed companies undergoing delisting, the tax picture is more complex. Shareholders who tender shares at the exit price during reverse book building face capital gains taxation. Long-term capital gains (listed shares held over 12 months) are taxed at 12.5% above the ₹1.25 lakh annual exemption threshold. Short-term gains (held under 12 months) attract 15% tax. The delisting premium over the original acquisition cost constitutes the taxable gain.
Tax Advisory: Consult a tax professional for company-specific tax impact, especially for listed company delisting scenarios. Tax rates are as per the Income Tax Act and may change. The New Income Tax Act 2025 may introduce additional provisions.
Post-Conversion Compliance for Private Company
After conversion, your company operates under private company rules. The key changes include adding "Private" to the company name, capping membership at 200, restricting share transfer, and reducing board requirements. Ongoing compliance obligations are lighter but still mandatory. Read more about private company compliance requirements and annual RoC filing for private company.
Immediate Action Required: File Form INC-28 within 15 days of the RD order. Late filing attracts ₹10,000 penalty plus ₹1,000 per day of continuing default under Section 450, subject to a maximum of ₹2 lakh for the company and ₹50,000 per officer. Update bank accounts, GST registration, and income tax records immediately after receiving the fresh Certificate of Incorporation.
Advantages and Disadvantages of Going Private
Advantages:
Compliance Cost Savings: Save ₹2 lakh to ₹10 lakh annually on audit committees, independent directors, SEBI filings, and quarterly reporting.
No SEBI LODR Regulations: After delisting, freedom from SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, insider trading regulations, and takeover code.
Ownership Control: Maximum 200 members with restricted share transfer ensures promoters maintain concentrated control. No hostile takeover risk.
No Quarterly Reporting: Private companies file annual returns (MGT-7A) and financial statements (AOC-4) with RoC only. No quarterly results publication.
Fewer Board Meetings: Small private companies and startups need only 2 board meetings per year instead of the standard 4, reducing administrative overhead.
No Independent Directors: Small private companies are exempt from appointing independent directors, simplifying board governance.
Hostile Takeover Protection: Restricted share transfer prevents acquisition through open market purchases.
Financial Privacy: Reduced disclosure obligations protect business information from competitors and the public.
Disadvantages:
Lengthy Process: The conversion takes 4 to 6 months with regulatory uncertainty if objections are filed by creditors or minority shareholders.
Conversion Costs: Total costs range from ₹15,000 to ₹55,000 for unlisted companies, or lakhs for listed companies requiring SEBI delisting.
No Public Fundraising: Cannot raise capital through IPO, FPO, or public share offerings. Limited to private placements and rights issues.
Minority Shareholder Objections: Dissenting shareholders can file objections with the Regional Director, potentially delaying or blocking the conversion.
Market Perception: Going private may signal business challenges to creditors, partners, and industry observers. Consider your close your public company instead if the business has no ongoing operations. For a further size reduction, explore further downgrade to OPC.
7 Common Mistakes Companies Make During Public to Private Conversion
Based on our experience handling 500+ company conversion filings since 2019, these are the 7 most frequent errors that delay or derail the public-to-private conversion process. Our Expert Team has documented these from real cases to help you avoid them.
Mistake 1: Filing Form RD-1 After the 60-Day Deadline
The most common rejection ground. Form RD-1 must be filed within 60 days of the special resolution date (the date the SR was passed at the general meeting), not from the date of Form MGT-14 filing. In 2024, 23% of rejections we reviewed cited this deadline violation. Track the countdown from EGM date.
Mistake 2: Submitting an Expired Creditor List
The creditor list must be dated within 30 days of Form RD-1 filing. Companies often prepare it early during the EGM stage, then file RD-1 weeks later with a stale list. Prepare the creditor list last, after all other documents are ready and the filing date is confirmed.
Mistake 3: Publishing Newspaper Advertisement in Wrong Format
The advertisement must follow Form INC-25A format exactly. Using a generic company notice format or missing required details (registered office address, date of SR, creditor objection instructions) results in the Regional Director seeking resubmission. Always use the prescribed MCA format.
Mistake 4: Missing Individual Creditor Notices
Publishing the newspaper advertisement does not replace individual notices to each creditor via registered post. The affidavit must confirm that every creditor received a personal notice with acknowledgment due. Missing even one creditor notice can trigger an objection hearing.
Mistake 5: Not Checking for Pending Investigations
Under Rule 41, conversion is blocked if any inquiry, inspection, or investigation under Sections 206 to 229 is pending. Companies sometimes file Form RD-1 without verifying their compliance status on the MCA portal. Check the company master data on MCA before initiating the process.
Mistake 6: Ignoring the 200-Member Cap Before Filing
Post-conversion, the company must have 200 or fewer members (excluding employee-members). Companies with 300+ shareholders sometimes file for conversion without a plan to reduce membership. Structure a share buyback or member consolidation before filing Form RD-1.
Mistake 7: Delaying Post-Conversion Name Updates
After receiving the fresh Certificate of Incorporation, companies delay updating PAN, TAN, GST registration, bank accounts, and vendor contracts. Late GST amendment (beyond 15 days via GST REG-14) and continued use of the old company name on invoices create compliance issues. Update all records within 15 days.
IncorpX Prevention Protocol: Our 9-point pre-filing checklist catches these errors before submission. In FY 2024-25, zero IncorpX-assisted RD-1 filings were rejected for procedural defects. We verify every deadline, document, and format before filing.
Annual return (MGT-7A) and financial statement (AOC-4) filing with the Registrar of Companies.
Frequently Asked Questions About Public to Private Company Conversion
Below are 35 questions sourced from real search queries, MCA guidelines, and our experience handling public to private company conversions under Section 14. Each answer includes specific data points, form numbers, and ₹ amounts. These FAQs are based on the 500+ conversion filings completed by our qualified Compliance Professionals and qualified Tax Professionals since 2019, with a 98% first-time approval rate for Form RD-1 submissions.
Section 14 of the Companies Act, 2013 governs alteration of articles of association. It allows a company to change its structure from public to private by passing a special resolution with 75% majority and obtaining approval from the Regional Director under Rule 41 of the Companies (Incorporation) Rules, 2014.
Section 18 deals with conversion of existing companies registered under previous company laws. It provides the legal framework for a company registered as public under the Companies Act, 1956 or 2013 to convert into a private limited company by following the prescribed procedure under Sections 13 and 14.
Under the Regional Director (RD) route, if the RD does not pass any order within 30 days of receiving the application and no objections exist, the conversion is deemed approved automatically. The company can then proceed to file Form INC-28 with the RoC to obtain a fresh Certificate of Incorporation.
No. Under Rule 41, a public company cannot convert to private if any inquiry, inspection, or investigation has been initiated against it under Sections 206 to 229 of the Companies Act, 2013, or if any prosecution is pending before a court. The conversion application will be rejected.
After conversion, the word "Private" is added before "Limited" in the company name. For example, "ABC Limited" becomes "ABC Private Limited". The RoC issues a fresh Certificate of Incorporation. The company must update PAN, TAN, GST registration, bank accounts, and all statutory records.
A private limited company under Section 2(68) of the Companies Act, 2013 can have a maximum of 200 members (excluding current and past employees who are members). After conversion from public to private, the company must ensure its membership does not exceed this statutory limit.
Reverse book building is the price discovery mechanism under SEBI (Delisting of Equity Shares) Regulations, 2021 used during voluntary delisting. Public shareholders submit the price at which they are willing to tender shares. The discovered price becomes the exit offer price, subject to the promoter's acceptance.
Form INC-25A is the prescribed format for the newspaper advertisement published during public-to-private conversion via the Regional Director route. It must be published in 1 English and 1 vernacular newspaper circulating in the district of the company's registered office, at least 21 days before filing Form RD-1.
Yes. Minority shareholders who did not vote for the special resolution can file objections with the Regional Director within the prescribed notice period. The RD schedules a hearing within 30 days to consider objections. If no consensus is reached within 60 days, the RD may reject the conversion application.
The company must prepare a complete creditor list with names, addresses, and amounts due, dated within 30 days of filing Form RD-1. Individual notices are sent via registered post with acknowledgment. Creditors can file objections with the Regional Director, who may schedule a hearing before granting approval.
Yes. Publishing a newspaper advertisement is mandatory under both routes. The RD route requires publication in Form INC-25A at least 21 days before filing. The NCLT route requires publication in Form NCLT-3A at least 14 days before the hearing date. Two newspapers are required: 1 English and 1 vernacular language.
Under Section 450 of the Companies Act, 2013 (post-2020 amendment), the default penalty is ₹10,000 plus ₹1,000 per day of continuing default, subject to a maximum of ₹2 lakh for the company and ₹50,000 for an officer in default. Late filing of Form MGT-14, INC-28, or INC-27 attracts additional fees on the MCA portal. Section 448 imposes penalties for false statements in any filing or affidavit.
Pass a board resolution, then a special resolution with 75% majority at a general meeting. File Form MGT-14 with RoC within 30 days. Publish newspaper ads in Form INC-25A. File Form RD-1 with Regional Director within 60 days. After approval (or deemed approval in 30 days), file Form INC-28 with RoC within 15 days.
Yes. A board resolution is the first mandatory step. It approves the conversion proposal, authorises calling an extraordinary general meeting (EGM), and approves the draft amended Articles of Association incorporating private company restrictions under Section 2(68) of the Companies Act, 2013.
Form RD-1 is the e-form filed on MCA portal to apply for conversion approval from the Regional Director. It must be filed within 60 days of passing the special resolution. Attachments include board and special resolutions, amended AOA/MOA, creditor list with affidavit, newspaper clippings, and financial statements. Fee: ₹200 to ₹600 based on authorised share capital.
Form INC-28 is filed with the Registrar of Companies (RoC) to submit the certified copy of the Regional Director's approval order. It must be filed within 15 days of receiving the RD order. The RoC then issues a fresh Certificate of Incorporation with the updated company name.
Form INC-27 is filed with the RoC under the NCLT route (pre-December 2018 process) to submit the certified copy of the NCLT order confirming conversion. It must be filed within 30 days of the NCLT order. The form is accompanied by the amended MOA and AOA.
A special resolution requires approval from at least 75% of shareholders present and voting at a general meeting, as per Section 114 of the Companies Act, 2013. For companies with more than 200 members, the resolution must be passed via postal ballot under Section 110, Rule 22(16)(b).
File e-Form RD-1 on the MCA V3 portal (www.mca.gov.in) within 60 days of the special resolution. Attach all prescribed documents, pay the government fee (₹200 to ₹600 based on authorised share capital), and submit digitally signed by an authorised director. Maximum 2 resubmissions are allowed via Form RD-GNL-5 within 15 days.
Form MGT-14 is filed with the RoC to register the special resolution passed for conversion. It must be filed within 30 days of passing the resolution at the general meeting. The filing fee varies from ₹200 to ₹600 based on the company's authorised share capital. Non-filing attracts penalty under Section 117.
Total cost for an unlisted company ranges from ₹15,000 to ₹55,000. This includes government fees (₹200 to ₹600 for Form RD-1, MGT-14, INC-28 each), newspaper ads (₹5,000 to ₹15,000 for 2 papers), DSC (₹1,500 to ₹2,500), stamp duty (₹100 to ₹5,000 by state), and professional Expert fees (₹10,000 to ₹30,000).
The complete conversion process takes 4 to 6 months. Key milestones: board meeting (1 day), EGM notice and meeting (21 to 30 days), newspaper publication (21 days before RD filing), Form RD-1 processing (30 to 60 days), and RoC filing and new CoI issuance (15 to 30 days).
Government fee for Form RD-1 ranges from ₹200 to ₹600 based on the company's authorised share capital, per the Companies (Registration Offices and Fees) Rules, 2014. Additional fees apply: Form MGT-14 (₹200 to ₹600), Form INC-28 (₹200 to ₹600). For the NCLT route (if applicable), the petition fee is ₹5,000 regardless of capital.
Publishing the mandatory advertisement in 2 newspapers (1 English + 1 vernacular) costs ₹5,000 to ₹15,000 depending on the city and newspaper chosen. Metro cities like Mumbai and Delhi have higher rates. The ad must follow Form INC-25A format and be published in the district of the registered office.
The NCLT petition fee for company conversion is a flat ₹5,000 regardless of the company's capital structure. This applies only to the pre-2018 NCLT route. Post-December 2018, the default route uses Regional Director approval via Form RD-1, which has lower fees of ₹200 to ₹600 based on authorised share capital.
Stamp duty on altered MOA and AOA varies by state, ranging from ₹100 to ₹5,000. Maharashtra charges higher stamp duty on company documents. States like Delhi and Karnataka have moderate rates. The exact amount depends on the state's Stamp Act and the nature of alterations in the company documents.
Professional fees for Expert assistance range from ₹10,000 to ₹30,000 for unlisted company conversions. This covers drafting resolutions, preparing amended AOA/MOA, filing all MCA forms, creditor list preparation, and Regional Director liaison. Listed company conversions involving SEBI delisting cost significantly more.
Listed company conversion costs ₹5 lakh to ₹50 lakh or more, including SEBI delisting fees, reverse book-building process costs, exit offer payouts to public shareholders, stock exchange fees, legal and merchant banker fees, and regulatory compliance costs. The Vedanta delisting attempt in 2020 involved a $2.3 billion exit offer.
Yes. Any public limited company can convert to private under Section 14 of the Companies Act, 2013 by altering its articles of association. The company must pass a special resolution (75% majority), obtain Regional Director approval via Form RD-1, and file the order with RoC. The process takes 4 to 6 months.
A Class 3 Digital Signature Certificate (DSC) costs ₹1,500 to ₹2,500 per person and is valid for 2 years. DSC is required for the authorised signatory who digitally signs Form RD-1, Form MGT-14, Form INC-28, and other MCA filings. Existing valid DSCs can be reused without additional cost.
The ₹12,999 starting fee covers professional assistance including drafting resolutions, preparing amended AOA/MOA, filing all MCA forms, creditor list preparation, and Regional Director liaison. Government fees (₹200 to ₹600 per form), newspaper costs (₹5,000 to ₹15,000), stamp duty, and DSC charges are billed separately at actuals.
Post-December 2018, the Regional Director (RD) route via Rule 41 is the default process. File Form RD-1; deemed approval in 30 days; max 2 resubmissions. The NCLT route (Rule 68, NCLT Rules 2016) was the pre-2018 process using Form NCLT-1 with a ₹5,000 petition fee. NCLT may still apply in specific legacy cases.
A public company has minimum 7 members, 3 directors, no member cap, freely transferable shares, and mandatory SEBI compliance if listed. A private company has minimum 2 members, 2 directors, maximum 200 members, restricted share transfer, and fewer disclosure requirements. Private companies have lower compliance costs.
Public-to-private is a downgrade: reduces compliance, adds share transfer restrictions, caps members at 200. Private-to-public is an upgrade: increases compliance, requires minimum 7 members and 3 directors, enables public share offerings. The reverse conversion from private to public is covered under the same Section 14.
Conversion preserves the company's CIN, contracts, licences, and operational continuity while reducing compliance costs. Closure (strike-off or winding up) terminates the company entirely. Choose conversion if you want to continue operations with fewer regulatory requirements. Close your public company instead if the business has no future operations planned.
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