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Ready to Convert Your Public Limited Company in Lakshadweep?
Simplify your operations and reduce compliance burden - convert to Private Limited with IncorpX
Simple Process
Here's How It Works
01
Fill the Form
Complete the quick inquiry form above.
02
Call to discuss
A dedicated expert will call to understand your requirements.
03
Convert to Private Limited
Get professional assistance with Public Ltd to Private Ltd conversion. Quick and hassle-free.
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Public to Private Conversion Package in Lakshadweep
From ₹12999 one-time professional fee
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5-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 RD-1 Filing
ROC Fee Payment
Certificate of Conversion
Updated Incorporation Documents
Post-Conversion Compliance Support
*Govt fees charged at actuals based on your company type
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PUBLIC LIMITED TO PRIVATE LIMITED CONVERSION IN LAKSHADWEEP - AN OVERVIEW
Public Limited to Private Limited Conversion in Lakshadweep 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 in Lakshadweep 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 in Lakshadweep. 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 in Lakshadweep.
The conversion process for companies in Lakshadweep involves two approval routes. The current route (post-2018) requires filing Form RD-1 with the Regional Director, followed by Form INC-28 with ROC after obtaining the RD order. The legacy route (pre-2018) uses Form INC-27 filed directly with NCLT. Upon approval, ROC issues a fresh Certificate of Incorporation with a new CIN reflecting the private limited status. The company continues as the same legal entity with changed status, ensuring uninterrupted business operations.
What is Public to Private Conversion in Lakshadweep?
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. Many businesses in Lakshadweep opt for this conversion to simplify operations.
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.
Legal Reference for Lakshadweep Businesses
As per Section 14 of the Companies Act, 2013 read with Rule 41 of Companies (Incorporation) Rules, 2014 (as amended in 2018), public companies registered in Lakshadweep can convert to private limited by passing a Special Resolution and filing Form RD-1 with the Regional Director for approval. After obtaining the RD order, Form INC-28 is filed with the jurisdictional ROC to obtain a fresh Certificate of Incorporation. The earlier NCLT route (Form INC-27) applies only to pre-2018 cases or Tribunal-directed matters.
When Should You Convert to Private Limited in Lakshadweep?
Converting from Public to Private Limited in Lakshadweep 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 in Lakshadweep:
Key differences that change after conversion for companies in Lakshadweep:
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 in Lakshadweep?
After conversion, your company in Lakshadweep will have these characteristics:
1. Limited Liability
Shareholder liability remains limited to their share capital investment. Complete asset protection for shareholders in Lakshadweep.
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 for companies in Lakshadweep.
5. Greater Privacy
Less public disclosure. Financial information and ownership details of companies in Lakshadweep receive greater confidentiality protection.
6. Operational Flexibility
Easier decision-making with fewer regulatory hurdles for transactions. Companies in Lakshadweep benefit from simplified operations.
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 for companies in Lakshadweep.
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. Ideal for growing companies in Lakshadweep seeking funding.
Benefits of Converting to Private Limited in Lakshadweep:
Why should you consider converting your public company to private in Lakshadweep?
Reduced Compliance
Eliminate mandatory secretarial audit, reduce quarterly filings, and simplify regulatory requirements. Significant time and cost savings for companies in Lakshadweep.
Lower Costs
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. Ideal for family-owned businesses in Lakshadweep.
Simplify your compliance with IncorpX!
Documents Required for Conversion in Lakshadweep:
The following documents are needed for Public to Private Limited conversion in Lakshadweep:
Company Documents
Certificate of IncorporationOriginal or certified copy of the existing CoI
MOA & AOA (existing)Current Memorandum and Articles of Association
Latest Audited Financial StatementsAudited balance sheet and P&L for recent financial years
Board Resolution MinutesMinutes of board meeting proposing conversion
List of Members & ShareholdersComplete list with shareholding details
PAN & TAN of CompanyCopies of company PAN and TAN cards
Director & Member Documents
Director ID ProofsPAN and Aadhaar of all directors
Director Address ProofsUtility bill or bank statement not older than 2 months
DSC of Authorised DirectorsClass 3 Digital Signature Certificates
DIN of All DirectorsActive Director Identification Numbers
Resolution Documents
Notice of General MeetingNotice sent to all members for the EGM/AGM
Special Resolution (75% majority)Passed by members approving the conversion
Altered MOA & AOA DraftRevised MOA/AOA incorporating private company provisions
Explanatory Statement u/s 102Statement explaining the reasons for conversion
Step-by-Step Conversion Process in Lakshadweep:
Here's how we convert your Public Limited to Private Limited in Lakshadweep:
Step 1: Pre-Conversion Check
Verify eligibility for conversion in Lakshadweep. Check if the company is listed (delisting required first), member count, pending compliances, and ROC defaults. Review MOA/AOA for any restrictive clauses.
Step 2: Board Meeting
Convene Board Meeting to approve the conversion proposal, authorize calling of EGM, and approve draft altered MOA & AOA with private company restrictions. Our team in Lakshadweep prepares all board resolution documentation.
Step 3: General Meeting and Special Resolution
Issue notice with at least 21 clear days and hold EGM. Pass Special Resolution with 75% majority for alteration of MOA and AOA and conversion to private limited. Include explanatory statement under Section 102.
Step 4: File Form MGT-14 with ROC
File Form MGT-14 with ROC within 30 days of passing the special resolution along with certified copy of resolution. Timely filing avoids late filing penalties.
Step 5: Newspaper Advertisement
Publish conversion notice in one English and one vernacular newspaper circulating in the district where Lakshadweep is located. The advertisement invites objections within 21 days from the date of publication.
Step 6: File Form RD-1 with Regional Director
File Form RD-1 with the Regional Director having jurisdiction over India within 60 days of passing the special resolution. Attach the altered MOA/AOA, newspaper clippings, creditor list, member list, and other prescribed documents. If the RD does not communicate any objection within 30 days, the conversion is deemed approved.
Step 7: File Form INC-28 with ROC and Obtain Certificate
After receiving the Regional Director's order (or deemed approval), file Form INC-28 with the jurisdictional ROC within 30 days along with a certified copy of the order and altered MOA/AOA. ROC issues a fresh Certificate of Incorporation reflecting "Private Limited" status for your company in Lakshadweep.
Expert support throughout the process in Lakshadweep!
Post-Conversion Compliance in Lakshadweep:
After conversion in Lakshadweep, complete these important updates:
Update Bank Accounts with new name and CIN
Update GST Registration with new company details
Update PAN & TAN records with Income Tax Department
Update all contracts & agreements with counterparties
Order new letterheads & stationery with "Private Limited"
Update website & marketing materials
Update registered office signage with new company name
File updated MBP-1 (Interest in Other Entities) with company
Post-Conversion Checklist for Lakshadweep Companies
After receiving the fresh Certificate of Incorporation, companies in Lakshadweep should update all statutory registrations within 30 days. This includes filing Form PAS-3 if applicable, updating the company name on the Income Tax portal, and notifying all banks and financial institutions. Our team provides a comprehensive post-conversion compliance checklist tailored for businesses in Lakshadweep.
Cost Structure for Conversion in Lakshadweep (2026):
Understanding the costs involved helps companies in Lakshadweep, India plan their conversion budget:
Cost Component
Unlisted Public Company
Listed Public Company
Government Fees (ROC)
₹5,000 to ₹25,000
₹5,000 to ₹25,000
Stamp Duty (State-specific)
₹100 to ₹5,000
₹100 to ₹5,000
Newspaper Advertisement
₹5,000 to ₹15,000
₹5,000 to ₹15,000
Professional Fees (CS/CA)
₹12,999 onwards
₹50,000 onwards
SEBI Delisting Costs
Not applicable
₹2 lakh to ₹25 lakh+
Exit Offer to Shareholders
Not applicable
Varies (based on valuation)
Estimated Total
₹20,000 to ₹60,000
₹5 lakh to ₹50 lakh+
State-wise Stamp Duty on Altered MOA/AOA:
State
Stamp Duty Range
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
Rajasthan
₹200 to ₹1,000
Uttar Pradesh
₹100 to ₹500
Transparent Pricing for Lakshadweep
IncorpX offers an all-inclusive package starting at ₹12,999 for Public to Private Limited conversion in Lakshadweep. This covers professional fees, government charges for standard authorized capital, newspaper advertisement coordination, and complete documentation support. The total cost for unlisted companies in India typically ranges from ₹23,099 to ₹57,999. No hidden charges - get a detailed fee breakdown before you proceed.
Why Choose IncorpX for Conversion in Lakshadweep?
Expert Team: Experienced CS professionals handling conversions in Lakshadweep.
Complete Documentation: All resolutions, forms (RD-1, INC-28, MGT-14), and filings prepared for Lakshadweep ROC.
Timely Execution: Process completed within 4 to 6 months including RD approval.
Dedicated Support: Single point of contact for Lakshadweep clients throughout.
Transparent Pricing: All-inclusive package starting at ₹12,999, no hidden charges.
Post-Conversion Help: Assistance with name updates, GST amendment, and annual compliance for companies in Lakshadweep.
Conversion Routes: Regional Director vs NCLT
Understanding which approval route applies to your company in Lakshadweep:
Parameter
Regional Director (Post-2018)
NCLT (Pre-2018/Tribunal)
Applicable Law
Section 14 + Rule 41 (2018 amendment)
Section 14 (original) / Sections 241-242
Application Form
Form RD-1
Form INC-27
Filing After Approval
Form INC-28 with ROC
Form INC-27 with ROC
Timeline
30 to 60 days (deemed approval in 30 days)
6 to 12 months (hearing-based)
Deemed Approval
Yes (if no objection in 30 days)
No (requires formal order)
Newspaper Ad
Mandatory
As directed by NCLT
When Used
Standard conversions (most cases)
Tribunal-directed or pre-2018 pending cases
Which Route Applies to Your Company in Lakshadweep?
For most companies in Lakshadweep initiating conversion today, the Regional Director route (Form RD-1) applies. This is faster and offers a deemed approval mechanism. The NCLT route is relevant only for pending pre-2018 applications or where the Tribunal has specifically directed conversion under Sections 241-242. IncorpX will advise on the correct route based on your company's specific situation.
Eligibility Criteria for Conversion in Lakshadweep:
Before initiating conversion, verify your company in Lakshadweep meets these requirements:
Company must be registered as a Public Limited Company under the Companies Act
No pending ROC defaults or non-compliance issues
If listed, shares must be delisted first under SEBI Regulations
Members willing to pass Special Resolution with 75% majority
No pending winding-up petition or order against the company
All annual returns and financial statements filed up to date
No pending investigation or inspection under Sections 206-229
Ability to reduce members to 200 or below (excluding employee-members)
Free eligibility assessment by our CS experts in Lakshadweep!
Delisting Requirements for Listed Companies in Lakshadweep:
Listed public companies in Lakshadweep must complete the SEBI delisting process before conversion:
1. Board Approval for Delisting
Board passes resolution to delist and appoints a merchant banker. Intimation sent to stock exchanges.
2. Independent Valuation
Appoint a registered valuer to determine the fair price for the exit offer to public shareholders.
3. Shareholder Approval
Pass Special Resolution with approval of at least two-thirds of public shareholders (excluding promoter group).
4. Reverse Book Building
Conduct reverse book building process through stock exchange platform. Determine the exit price offered to shareholders.
5. Exit Offer & Settlement
Make exit offer to remaining shareholders at the discovered price. Complete settlement through the depository system.
6. Apply to Stock Exchange
Apply to the stock exchange for delisting of securities. Exchange processes the application and removes the company from listing.
Important for Listed Companies in Lakshadweep
The delisting process adds 6 to 12 months to the total conversion timeline and can cost ₹5 lakh to ₹50 lakh+ depending on the number of public shareholders and share valuation. The exit offer price is determined through reverse book building and must be approved by SEBI. IncorpX works with SEBI-registered merchant bankers to handle the delisting process for listed companies in Lakshadweep.
Common Mistakes During Conversion in Lakshadweep:
Based on our experience handling 100+ conversions, here are the most frequent errors companies in Lakshadweep make during the public-to-private conversion process:
Warning: Top 5 Conversion Mistakes
1. Missing the 60-day deadline for Form RD-1: The special resolution becomes invalid if Form RD-1 is not filed within 60 days. You must restart the entire process including the EGM.
2. Incorrect newspaper advertisement format: Using a generic ad instead of Form INC-25A format leads to rejection by the Regional Director. The ad must be published at least 21 days before filing.
3. Not reducing members below 200 before filing: If your company has more than 200 non-employee members, the Regional Director will reject the application outright.
4. Filing with wrong Regional Director office: Companies in Lakshadweep must file with the RD office having jurisdiction over India. Filing with the wrong RD causes delays of 2 to 3 months.
5. Ignoring creditor notice requirements: Every creditor must receive individual notice via registered post with acknowledgment due. Missing even one creditor can result in objections and hearing delays.
Pro Tip for Lakshadweep Companies
Start the newspaper advertisement process immediately after passing the special resolution. This runs in parallel with Form MGT-14 filing and saves 3 to 4 weeks in the overall timeline. Our CS team in Lakshadweep coordinates all parallel workstreams to complete the conversion in the shortest possible time.
Service Guarantee and Refund Policy:
IncorpX provides clear guarantees for Public to Private Limited conversion services in Lakshadweep:
100% Filing Accuracy: If any MCA form is rejected due to our error, we refile at zero additional cost
Refund Policy: Full refund of professional fees if we fail to file Form RD-1 within the committed timeline (excludes government fees and third-party charges)
Transparent Billing: Detailed invoice with separate line items for professional fees, government fees, stamp duty, and newspaper charges
Dedicated Manager: Single point of contact assigned for your conversion case in Lakshadweep with weekly status updates
Important Disclaimer
Conversion timelines depend on the Regional Director's processing speed and any objections received from creditors or members. IncorpX does not guarantee approval outcomes. Government fees, stamp duty, and newspaper advertisement charges are passed through at actuals and are non-refundable. All data on this page is sourced from the Companies Act, 2013 and MCA notifications as of May 2026.
Data Sources and Editorial Standards:
All information on this page is verified against official government sources:
Editorial Standards: Content is reviewed by practicing Company Secretaries (ICSI members) and Chartered Accountants (ICAI members) with direct experience in company conversion filings. Cost estimates reflect actual client engagements completed by IncorpX in India.
Related Business Services in Lakshadweep:
Other business registration and conversion services available in Lakshadweep:
FAQs on Public to Private Limited Conversion in Lakshadweep
Have questions about Public to Private Limited Conversion in Lakshadweep? Here are answers to the most frequently asked questions.
These FAQs cover eligibility, process, compliance, and effects of conversion for companies in Lakshadweep.
Public to Private Limited Company conversion is the legal process of changing a Public Limited Company into a Private Limited Company under Section 14 of the Companies Act, 2013 read with Rule 41 of the Companies (Incorporation) Rules, 2014. The company retains its legal identity but changes its status, gaining reduced compliance obligations, restricted share transferability, and a member cap of 200.
The conversion is governed by Section 14 of the Companies Act, 2013 (Alteration of Articles) read with Rule 41 of the Companies (Incorporation) Rules, 2014. Since the 2018 amendment, the approval authority shifted from the NCLT to the Regional Director (RD) for most conversion cases. Form RD-1 is filed with the Regional Director, and Form INC-28 is filed with ROC after obtaining the RD order.
Before 2018, all public-to-private conversions required NCLT approval via Form INC-27. After the 2018 amendment to Section 14, the approval authority shifted to the Regional Director (RD) for most cases. The RD route uses Form RD-1 and is faster (30-day deemed approval if no objections). The NCLT route is now used only where the Tribunal has specifically directed a conversion, such as in oppression/mismanagement cases under Sections 241-242.
Form RD-1 is the application form filed with the Regional Director seeking approval for conversion of a public company to private limited. It replaced Form INC-27 for most conversion cases after the 2018 amendment. The form must be filed within 60 days of passing the special resolution, along with the altered MOA/AOA, newspaper advertisements, creditor list, and other prescribed documents.
Form INC-28 is the e-form filed with the Registrar of Companies (ROC) to register the order of the Regional Director or NCLT approving the conversion. It must be filed within 30 days of receiving the approval order, along with a certified copy of the order and the altered MOA/AOA. ROC then issues a fresh Certificate of Incorporation.
A Special Resolution under Section 114 requires at least 75% majority of members present and voting at a General Meeting (EGM or AGM). The notice for the meeting must include an explanatory statement under Section 102 detailing the reasons for conversion and its impact on members and creditors.
Yes, any public company can initiate conversion to private limited by following Section 14 procedure. However, listed companies must first delist their securities under SEBI (Delisting of Equity Shares) Regulations, 2021 before starting the conversion process. Unlisted public companies can directly proceed with the conversion.
All existing shareholders continue as members of the Private Limited Company. However, if members exceed 200 (excluding employee-members), the company must reduce membership through share buyback or transfer before or during the conversion. Employee-shareholders are excluded from the 200-member cap under Section 2(68).
Not necessarily. A Private Limited Company requires minimum 2 directors (vs 3 for Public Limited). Existing directors can continue. However, the requirement for independent directors and woman director may no longer apply after conversion, depending on the company's paid-up capital and turnover thresholds.
All existing contracts, agreements, licenses, and permits remain valid. The company continues as the same legal entity with a changed status. It is advisable to notify counterparties and update the company name in ongoing contracts. No re-registration is required for intellectual property, real estate, or other assets.
The entire process takes approximately 4 to 6 months. This includes: Board Meeting and EGM preparation (2 to 4 weeks), newspaper advertisement and objection period (3 to 4 weeks), Regional Director application and approval (30 to 60 days), and ROC filing for new certificate (2 to 3 weeks). If NCLT route is used, it may take 6 to 12 months.
Under the 2018 amendment to Rule 41, if the Regional Director does not communicate any objection or direction within 30 days of receiving the application (Form RD-1), the conversion is deemed approved. The company can then file Form INC-28 with ROC to obtain the fresh Certificate of Incorporation. This deemed approval significantly speeds up the process.
Yes, the company must publish a notice of the proposed conversion in at least one English newspaper and one vernacular newspaper (in the language of the district where the registered office is located) with wide circulation. The advertisement invites objections from creditors and the public within 21 days from the date of publication.
After conversion, the company must comply with Section 2(68) restrictions:
Maximum 200 members (excluding employee-members)
Right to transfer shares restricted by AOA
Cannot invite the public to subscribe to shares or debentures
Shares cannot be listed on any stock exchange
Company name must end with 'Private Limited'
Key compliance reductions include:
No mandatory secretarial audit (unless paid-up capital exceeds ₹10 crore)
No requirement for independent directors (unless paid-up capital exceeds ₹10 crore)
No mandatory Audit Committee or Nomination Committee
Fewer related party transaction disclosure requirements
Annual filing only (no quarterly reports)
Reduced board meeting frequency requirements
For unlisted public companies, total cost typically ranges from ₹20,000 to ₹60,000 depending on authorized capital, state stamp duty, and professional fees. This includes: government fees (₹5,000 to ₹25,000 based on capital), stamp duty on altered MOA/AOA (state-specific), newspaper advertisement charges (₹5,000 to ₹15,000), and professional fees. For listed companies requiring delisting, costs can range from ₹5 lakh to ₹50 lakh+ due to SEBI compliance and exit offer requirements.
Yes, the ROC issues a fresh Certificate of Incorporation with a new CIN (Corporate Identification Number) reflecting the changed company type. The CIN prefix changes from L/U (Public) to L/U (Private). The company's PAN, TAN, and GSTIN remain unchanged but must be updated with the new company name.
Yes, a Private Limited Company can convert back to Public Limited by following the reverse procedure under Section 14. This requires passing a Special Resolution, removing private company restrictions from the AOA, and filing with ROC. The process is generally simpler as it involves fewer regulatory approvals.
The key forms are:
Form MGT-14 - Filing of Special Resolution with ROC (within 30 days of passing)
Form RD-1 - Application to Regional Director for conversion approval (post-2018 route)
Form INC-28 - Filing of RD/NCLT order with ROC (within 30 days of order)
Form INC-27 - Only if conversion is through NCLT (pre-2018 or Tribunal-directed cases)
Bank accounts remain active. You need to update the company name with all banks by submitting: the new Certificate of Incorporation, a Board Resolution authorizing the name change, and updated specimen signatures if required. Most banks complete the update within 7 to 15 working days.
PAN and TAN remain the same, but you need to update the company name by filing Form 49A correction with the Income Tax Department. The PAN card will be reissued with the new name including 'Private Limited'. GSTIN also remains unchanged but requires a core amendment on the GST portal.
Dissenting members can vote against the special resolution. If the 75% majority is not achieved, the conversion cannot proceed. Options include: negotiating with dissenting members, offering a share buyback at fair value, or addressing their concerns about the conversion's impact on minority shareholder rights.
The GSTIN remains unchanged. File a core amendment on the GST portal to update the company name from 'Limited' to 'Private Limited'. Upload the new Certificate of Incorporation as supporting document. The amendment is typically processed within 15 working days by the GST officer.
Ongoing legal matters continue unaffected. The company remains the same legal entity with a changed status. File an application in pending cases to update the company name. No substitution of parties is required since the legal entity continues with the same PAN and registration.
A practicing Company Secretary (CS) plays a critical role:
Drafting board and special resolutions
Preparing altered MOA and AOA
Filing Form MGT-14 and Form RD-1/INC-27
Coordinating with Regional Director's office
Certifying compliance with Section 14 requirements
Filing Form INC-28 with ROC
Obtaining fresh Certificate of Incorporation
Capital reduction is a separate process under Section 66 of the Companies Act, 2013. It requires a separate NCLT application and approval. It can be done before, during, or after conversion but is typically handled as a separate exercise. If the company wants to reduce authorized capital, this should be planned alongside the conversion timeline.
The registered office remains unchanged. The company continues to operate from the same address. However, the name plate and signage must be updated to reflect 'Private Limited' within the company name. All statutory registers and records continue to be maintained at the registered office.
The conversion from Public to Private Limited is tax-neutral. Since the company continues as the same legal entity with the same PAN, there is no capital gains tax event, no transfer of assets, and no change in tax status. The company continues to file returns under the same PAN with the updated name. Accumulated losses and depreciation carry forward without interruption.
After the Companies (Amendment) Act, 2015, there is no minimum paid-up capital requirement for Private Limited Companies. Previously, the minimum was ₹1 lakh. The company's existing paid-up capital continues as-is after conversion. No additional capital infusion is required solely for the conversion.
A Section 8 company cannot directly convert to a Private Limited Company through the Section 14 route. Section 8 companies are formed for charitable purposes and have specific restrictions. To change the structure, the company must first surrender its Section 8 license under Section 8(6) and then apply for conversion, which requires Central Government approval and is subject to specific conditions.
Existing ESOP schemes continue after conversion. However, since a Private Limited Company cannot issue shares to the public, the ESOP trust structure and exercise mechanism may need review. The company's ESOP scheme should be aligned with Private Limited Company restrictions, particularly regarding the 200-member cap and share transfer restrictions.
A Valuation Report is not mandatory for a straightforward public-to-private conversion under Section 14. However, if the conversion involves share buyback to reduce members below 200, a valuation by a registered valuer may be required under Section 68. Similarly, if delisting is involved, SEBI requires an independent valuation for determining the exit offer price.
Non-compliance can result in:
Rejection of application by Regional Director or NCLT
Penalties under Section 450 for contravention (₹10,000 + ₹1,000/day for continuing default)
Late filing penalties for delayed Form MGT-14, RD-1, or INC-28
Prosecution of directors and officers in charge
Possible strike-off proceedings for persistent non-compliance
After conversion, the company continues to have unlimited borrowing capacity (subject to authorized limits in AOA). However, lenders and banks should be notified of the name change. Existing loan agreements remain valid. Some lenders may require updated security documents or board resolutions reflecting the new company status.
Conversion changes the company type while the entity continues to exist with the same PAN, assets, liabilities, and legal obligations. Winding up terminates the company's existence entirely - assets are liquidated, liabilities settled, and the company ceases to exist. Conversion is preferable when the business wants to continue operating with a different regulatory structure.
Companies registered in Lakshadweep, India file Form RD-1 with the Regional Director (RD) office that has jurisdiction over India. India has 7 RD offices: Mumbai (Western Region), Kolkata (Eastern Region), Chennai (Southern Region), Noida (Northern Region), Ahmedabad (North-Western Region), Hyderabad (South-Eastern Region), and Shillong (North-Eastern Region). Your company's registered office location in Lakshadweep determines the jurisdictional RD office.
If the NCLT route is required for your conversion (pre-2018 cases or Tribunal-directed matters), the application is filed with the NCLT bench having jurisdiction over India. India has 16 NCLT benches across the country: Mumbai (Principal Bench), New Delhi, Chennai, Kolkata, Hyderabad, Ahmedabad, Bengaluru, Chandigarh, Jaipur, Allahabad, Cuttack, Guwahati, Kochi, Amaravati, Indore, and Chhattisgarh (Raipur). The bench serving Lakshadweep handles the application.
Stamp duty on the altered MOA and AOA varies by state. In India, stamp duty for memorandum alteration typically ranges from ₹100 to ₹5,000 depending on the authorized capital. Key state-wise stamp duty ranges: 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, Rajasthan ₹200 to ₹1,000, and Uttar Pradesh ₹100 to ₹500. Stamp duty is paid on non-judicial stamp paper or e-stamping.
Companies registered in Lakshadweep file Form INC-28 and other conversion-related forms with the Registrar of Companies (ROC) having jurisdiction over India. Major ROC offices include: Mumbai (Everest Building, Marine Lines), Delhi (IFCI Tower, Nehru Place), Bangalore (Kendriya Sadan, Koramangala), Chennai (Shastri Bhavan, Nungambakkam), Hyderabad (CGO Towers, Kavadiguda), Kolkata (Nizam Palace, AJC Bose Road), and Ahmedabad (ROC Bhavan, Ambawadi). All filings are done electronically through the MCA V3 portal.
The conversion notice must be published in one English newspaper and one vernacular newspaper circulating in the district where Lakshadweep is located. The vernacular newspaper should be in the principal language of India as recognized under the Eighth Schedule of the Constitution. The advertisement must invite objections within 21 days from the date of publication. IncorpX assists with newspaper selection and advertisement placement in Lakshadweep.
The total cost for conversion in Lakshadweep depends on authorized capital and state-specific charges. A typical breakdown for unlisted companies in India:
Government fees: ₹5,000 to ₹25,000 (based on authorized capital)
Stamp duty (India): ₹100 to ₹5,000
Newspaper advertisement: ₹5,000 to ₹15,000
Professional fees: ₹12,999 onwards (IncorpX package)
Total estimated cost: ₹23,099 to ₹57,999 for unlisted public companies in Lakshadweep. Listed companies requiring delisting can expect costs of ₹5 lakh to ₹50 lakh+ due to SEBI compliance requirements.
After receiving the fresh Certificate of Incorporation, companies in Lakshadweep must complete these updates within 30 days:
Update company name on Income Tax portal (PAN correction)
File core amendment on GST portal for name change
Notify all banks and financial institutions in Lakshadweep
Update registered office signage at Lakshadweep address
File Form PAS-3 if applicable (Return of Allotment)
Update all contracts, licenses, and registrations
Order new letterheads and stationery with 'Private Limited'
IncorpX provides a post-conversion compliance checklist for businesses in Lakshadweep.
IncorpX provides end-to-end conversion assistance for companies in Lakshadweep starting at ₹12,999:
Pre-conversion compliance check and eligibility review
Board and EGM resolution drafting
MOA & AOA alteration with private company restrictions
Newspaper advertisement in Lakshadweep (English + vernacular)
Form MGT-14 filing with ROC
Form RD-1 filing with jurisdictional Regional Director
Form INC-28 filing after RD approval
Fresh Certificate of Incorporation procurement
Post-conversion compliance support in Lakshadweep
Our experienced CS professionals handle the entire process while you focus on your business in Lakshadweep.
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