India's one of the highest-rated legal tax and compliance guidance platform.
4.9 out of 5 (8521+ ratings)
Verified
Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
700+
Businesses Incorporated Every Month
1000+
Ratings Trusted by 2000+ Clients
250+
Professional Network
Why Choose Us
Why Choose Us?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Ready to Convert Your Public Limited Company?
Simplify your operations and reduce compliance burden - convert to Private Limited with IncorpX
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 to Private Limited
Get professional assistance with Public Ltd to Private Ltd conversion.
Pricing
Simple & Transparent Pricing
MOST POPULAR
Public to Private Conversion Package
From ₹12999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
Pre-Conversion Advisory
Board Resolution Drafting
EGM/GM Notice Preparation
Special Resolution Passing
MOA & AOA Alteration
Form MGT-14 Filing
Form INC-27 Filing
ROC Fee Payment
Certificate of Conversion
Updated Incorporation Documents
Post-Conversion Compliance Support
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
AI-Powered Platform
Meet IncorpX Nova
Our proprietary AI engine streamlines every step of business setup, from intelligent name suggestions to automated document drafting and compliance tracking.
AI-Powered Business Name Approval Check
Auto-Generated MoA & AoA Drafts
Real-Time Compliance Monitoring
3x Faster Processing Than Traditional CAs
24/7 AI Chatbot + Human Expert Support
NOVA AI
Premium Plan
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
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.
PUBLIC LIMITED TO PRIVATE LIMITED CONVERSION - AN OVERVIEW
Public Limited to Private Limited Conversion is the legal process of changing a public company into a private company under Section 14 of the Companies Act, 2013. This conversion allows companies to reduce regulatory compliance, gain operational flexibility, and maintain greater privacy in business affairs.
A Public Limited Company faces stringent compliance requirements including mandatory secretarial audit, quarterly financial reporting, and restrictions on related party transactions. By converting to a Private Limited Company, businesses can enjoy a simpler regulatory framework while retaining the benefits of limited liability.
The conversion requires passing a Special Resolution with at least 75% majority at a General Meeting, followed by alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) to include private company restrictions. The Registrar of Companies (ROC) issues a fresh Certificate of Incorporation upon approval.
At IncorpX, we provide comprehensive assistance for Public to Private Limited conversion. From drafting resolutions and altering constitutional documents to filing with ROC and obtaining the conversion certificate, our experts handle everything while you focus on your business.
What is Public to Private Conversion?
Public to Private Conversion is the legal transformation of a Public Limited Company into a Private Limited Company. This involves changing the company's status, structure, and constitutional documents to comply with private company requirements.
After conversion, the company must add "Private Limited" to its name and incorporate restrictions in its Articles of Association including: limiting members to 200 (excluding employee-members), restricting share transfer rights, and prohibiting public invitation for shares or debentures.
The conversion is governed by Section 14 of Companies Act, 2013 read with Rule 41 of Companies (Incorporation) Rules, 2014. The process requires approval through special resolution and subsequent filing with the Registrar of Companies.
Key Restrictions After Conversion to Private Limited:
Member Limit: Maximum 200 members (excluding employees who are members).
Share Transfer: Right to transfer shares shall be restricted by Articles.
Public Invitation: Cannot invite public to subscribe to shares or debentures.
Stock Exchange: Shares cannot be listed on stock exchange.
Important Note
If the public company is listed on a stock exchange, it must first delist its securities before converting to private limited. SEBI regulations on delisting must be complied with before initiating the conversion process.
When Should You Convert to Private Limited?
Converting from Public to Private Limited makes sense in several business scenarios:
Scenario
Why Conversion Makes Sense
High Compliance Cost
Public companies have extensive compliance requirements including secretarial audit, quarterly reporting. Conversion reduces costs significantly.
No Public Funding Required
If you don't plan to raise money from public or list on stock exchange, private structure is more efficient.
Family Business
Family-owned businesses benefit from private structure's flexibility in ownership transfer and succession planning.
Business Restructuring
During mergers, acquisitions, or restructuring, private structure may be more suitable for deal execution.
Reduced Members
If shareholders have reduced below 7 or you want a closely-held structure, private conversion is ideal.
Privacy Concerns
Private companies have less public disclosure requirements, offering better confidentiality.
Public vs Private Limited Company:
Key differences that change after conversion:
Feature
Public Limited
Private Limited
Minimum Members
7 members
2 members
Maximum Members
Unlimited
200 (excluding employee-members)
Minimum Directors
3 directors
2 directors
Share Transfer
Freely transferable
Restricted by AOA
Public Issue
Can invite public for shares
Cannot invite public
Stock Exchange
Can list on stock exchange
Cannot list
Secretarial Audit
Mandatory
Not mandatory (unless paid-up capital > 10 Cr)
Compliance Level
High (quarterly filings)
Moderate (annual filings)
What Are the Key Features of Private Limited Company?
After conversion, your company will have these characteristics:
1. Limited Liability
Shareholder liability remains limited to their share capital investment.
2. Restricted Transfer
Share transfers require board/member approval as per AOA provisions.
3. Fewer Directors
Only 2 directors required (vs 3 for public). Easier board management.
4. Reduced Compliance
No mandatory secretarial audit. Fewer filing requirements and disclosures.
5. Greater Privacy
Less public disclosure. Financial information not as widely available.
6. Operational Flexibility
Easier decision-making with fewer regulatory hurdles for transactions.
7. Close-Knit Structure
Ideal for family businesses and closely-held ventures with limited shareholders.
8. Cost Savings
Lower compliance costs, reduced audit fees, and simpler administration.
9. Perpetual Succession
Continues to exist regardless of member changes. Separate legal entity.
10. Investor Friendly
Private equity and VCs often prefer investing in private limited structure.
Benefits of Converting to Private Limited:
Why should you consider converting your public company to private?
Save significantly on compliance costs, audit fees, and administrative expenses annually.
Better Privacy
Financial information and ownership details receive greater confidentiality protection.
Easier Decision-Making
Fewer regulatory approvals needed for business decisions and related party transactions.
Ownership Control
Maintain control with share transfer restrictions. Prevent hostile takeovers and unwanted shareholders.
Family Succession
Easier succession planning and ownership transfer within family without public disclosure.
Simplify your compliance with IncorpX!
Documents Required for Conversion:
The following documents are needed for Public to Private Limited conversion:
Company Documents:
Certificate of Incorporation
MOA & AOA (existing)
Latest Audited Financial Statements
Board Resolution Minutes
List of Members & Shareholders
PAN & TAN of Company
Director & Member Documents:
Director ID Proofs (PAN, Aadhaar)
Director Address Proofs
DSC of Authorised Directors
DIN of All Directors
Resolution Documents:
Notice of General Meeting
Special Resolution (75% majority)
Altered MOA & AOA Draft
Explanatory Statement u/s 102
Step-by-Step Conversion Process:
Here's how we convert your Public Limited to Private Limited:
Step 1: Pre-Conversion Check
Verify eligibility for conversion. Check if company is listed (delisting required first), member count, and pending compliances. Clear any ROC defaults.
Step 2: Board Meeting
Convene Board Meeting to approve the conversion proposal, authorize calling of General Meeting, and approve draft altered MOA & AOA.
Step 3: General Meeting Notice
Issue notice to all members for General Meeting with at least 21 clear days notice. Include explanatory statement under Section 102.
Step 4: Pass Special Resolution
Hold General Meeting and pass Special Resolution with at least 75% majority for alteration of MOA & AOA and conversion to private limited.
Step 5: File Form MGT-14
File Form MGT-14 with ROC within 30 days of passing special resolution along with certified copy of resolution.
Step 6: File Form INC-27
File Form INC-27 (Application for Conversion) with altered MOA, AOA, and required attachments. Pay prescribed fees.
Step 7: ROC Approval & Certificate
ROC verifies documents and approves conversion. Fresh Certificate of Incorporation issued reflecting "Private Limited" status.
Expert support throughout the process!
Legal Framework & Provisions:
The conversion of a Public Limited Company to a Private Limited Company is governed by the following provisions of the Companies Act 2013:
Section 14, Companies Act 2013
Governs alteration of Articles of Association. Conversion from Public to Private requires a Special Resolution and, under Section 14(1), mandatory approval of the National Company Law Tribunal (NCLT).
Section 13, Companies Act 2013
Provides for change of company name. A Private company must include "Private Limited" in its name. Requires a Special Resolution and ROC approval for the name change.
Rule 41, Companies (Incorporation) Rules 2014
Prescribes the detailed procedure for conversion including filing requirements, mandatory documents to be attached, prescribed timelines, and processing workflow at the ROC.
Form MGT-14
Filing of Special Resolution with ROC within 30 days of passing. Required for alteration of AOA under Section 14 and change of name under Section 13. Late filing attracts additional fees.
Form INC-27
Application for conversion of a company already registered. Must be filed with certified copy of NCLT order, altered MOA and AOA, and Board Resolution approving the conversion.
NCLT Approval - Section 14(1)
Mandatory for Public to Private conversion. The Tribunal examines whether the conversion is bona fide and not prejudicial to the interests of members or creditors. Hearing typically takes 30-45 days.
Timeline & Cost Breakdown:
Complete conversion of a Public Limited to Private Limited Company typically takes 60-90 working days:
Stage
Timeline
Government Fee
Board Meeting & Resolution
2-3 Days
Nil
EGM Notice Period (Statutory)
21 Days
Nil
Special Resolution at EGM
1 Day
Nil
Filing Form MGT-14 with ROC
1-2 Days
₹500
NCLT Petition & Hearing
30-45 Days
₹5,000-₹10,000
Filing Form INC-27 with ROC
3-5 Days
₹5,000
Name Change Application (INC-24)
7-10 Days
₹1,000
Fresh Certificate of Incorporation
7-10 Days
Included in INC-27 fee
Penalties & Non-Compliance Risks:
Non-compliance during the conversion process can attract significant penalties under the Companies Act 2013 and SEBI regulations:
Company-Level Fine (Section 14)
Company liable to penalty of ₹1,00,000 for non-compliance with conversion requirements or failure to adhere to conditions specified in the NCLT order.
Officer Default Penalty
Every officer in default liable to penalty of ₹25,000 to ₹5,00,000. Includes directors who fail to ensure timely compliance with NCLT directions and filing deadlines.
Late Filing Penalty (Section 403)
Additional fee of ₹100 per day for delayed filing of Form MGT-14 or INC-27. No maximum cap on the penalty - it accumulates daily until filing is completed.
SEBI Penalties (Listed Companies)
If the company is listed on a stock exchange, delisting must be completed first. SEBI penalties for non-compliance with delisting regulations range from ₹1 crore to ₹25 crore.
Shareholder Restriction Violation
Post-conversion, exceeding 200 shareholders (excluding employees) triggers mandatory re-conversion to Public Limited. Non-compliance: ₹5,00,000 fine plus ₹1,000 per day.
Post-Conversion Key Obligations:
After receiving the fresh Certificate of Incorporation as a Private Limited Company, complete these mandatory obligations:
Restrict share transfer rights in the altered Articles of Association
Limit total shareholders to maximum 200 (excluding current and former employees)
Update all letterheads, invoices, and official documents with "Private Limited"
Delist from stock exchange if the company was listed (complete SEBI delisting process)
File altered MOA and AOA with ROC within 15 days of receiving NCLT order
Update all bank accounts with new company name reflecting "Private Limited"
Update GST, PAN, TAN, and other registrations with the new company name
Reduced compliance - no mandatory requirement for independent directors or audit committee
Continue Board Meetings (minimum 4 per year) and Annual General Meeting requirements
File annual compliance (AOC-4, MGT-7) within prescribed statutory timelines
Our CA/CS team handles all post-conversion compliance!
Post-Conversion Compliance:
After conversion, complete these important updates:
Complete Documentation: All resolutions, forms, and filings prepared.
Timely Execution: Process completed within 25-30 days.
Dedicated Support: Single point of contact throughout.
Transparent Pricing: All-inclusive package, no hidden charges.
Post-Conversion Help: Assistance with updates and annual compliance.
FAQs on Public to Private Limited Conversion
Have questions about Public to Private Limited Conversion? Here are answers to the most frequently asked questions.
Yes, any public company can convert to private limited by following the procedure under Section 14. However, listed companies must first delist their securities as per SEBI regulations.
A Special Resolution requiring at least 75% majority of members voting must be passed at a General Meeting for the conversion.
The entire process typically takes 25-30 working days from Board Meeting to receiving the new Certificate of Incorporation from ROC.
Yes, ROC issues a fresh Certificate of Incorporation with a new CIN reflecting the changed company type (from U... to U...PTC).
All existing shareholders continue as members. However, if members exceed 200, they must reduce before or as part of conversion.
Not necessarily. Private limited requires minimum 2 directors (vs 3 for public). Existing directors can continue.
Existing contracts remain valid. The company continues as the same legal entity with different status. Update name in ongoing contracts where possible.
No, Central Government approval is not required. ROC directly processes and approves the conversion application.
Government fees depend on authorized capital. Our complete package starts at ₹12,999 including professional fees and government charges for standard capital.
Yes, a private company can convert to public limited later by following similar procedure under Section 14 with appropriate MOA/AOA changes.
Main forms are Form MGT-14 (for special resolution) and Form INC-27 (conversion application) filed with ROC.
Yes, ROC issues a fresh Certificate of Incorporation mentioning "Private Limited" after approving the conversion.
Key benefits: No mandatory secretarial audit, reduced related party transaction disclosures, fewer board meeting requirements, and simpler annual filings.
Listed companies must first delist securities through SEBI process before initiating conversion to private limited.
Bank accounts remain active. You need to update company name with banks by submitting new incorporation certificate and board resolution.
PAN/TAN remains same but you need to update company name in records by filing appropriate correction form with Income Tax.
Dissenting members can vote against. If 75% majority is not achieved, conversion cannot proceed. Consider buyback of dissenting shareholders' shares.
GST number remains same. File amendment in GST portal to update company name with supporting documents.
Ongoing legal matters continue unaffected. Company remains the same legal entity with changed status. Update court records with new name.
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!
S
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!
J
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.
M
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!
R
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.
A
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..
R
Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
P
Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
B
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.
D
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!
Trusted by 15,000+ Entrepreneurs
Get Expert Guidance for Your Business
Fill out the form and our team will connect with you to understand your requirements and recommend the best way forward.
