How to Convert a Private Limited Company to a Public Limited Company

Last updated 26 September 2026

Can you convert a private limited company to a public limited company?

Yes. A private limited company can convert into a public limited company under Section 18 of the Companies Act, 2013 by altering its memorandum and articles and changing its name, without closing down and starting again.

Say Kavya, a co-founder of a Jaipur logistics company, has 2 directors and 2 shareholders. Three angel investors want in, a strategic partner wants a board seat, and the founders are thinking about a public issue in a few years. Before any of that can happen, the company has to stop being “private” in law. That means a conversion, not a new incorporation.

Conversion keeps the same company, the same PAN and the same history. Section 18(3) provides that it does not affect debts, liabilities, obligations or contracts. If you are still deciding whether public status is worth the extra work, read public limited vs private limited company first. You can also register a new public limited company from scratch, but that means a fresh entity and fresh registrations.

What must you have in place before converting?

Before you start, the company must have at least 7 members and at least 3 directors, because those are the minimums for a public company. A private company only needs 2 of each.

New directors need a DIN (Director Identification Number) and a DSC (digital signature certificate). Getting these first avoids a pause halfway through. If you are 4 members short, adding shareholders through a share issue or transfer has to happen before the conversion filings, not during them.

Also check your paperwork on two fronts. Your existing articles will need a rewrite, and your capital structure may need a look, because public companies do not have the same room to restrict transfers or preserve founder control through the articles. Raise this with your CA early, before you call the EGM.

What are the steps to convert, in order?

The conversion takes six steps, and the special resolution and the filings that follow it are where most errors happen.

1. Hold a board meeting. The board approves the conversion, approves new MOA and AOA drafts, and fixes the date and agenda of an extraordinary general meeting (EGM).
2. Send the EGM notice. Notice is generally 21 clear days under Section 101. Shorter notice is possible only with the consent the Act requires; your CA confirms the threshold for your case.
3. Pass a special resolution. A special resolution needs at least 75% of the votes cast in favour. It alters the articles, and it alters the name clause of the MOA to delete “Private”.
4. File MGT-14. This is the form that records the special resolution with the Registrar of Companies. It is due within 30 days of passing the resolution, and its SRN (service request number) is needed for the next form.
5. File INC-27. This is the conversion form that carries the altered MOA and AOA and the name change. File it promptly after the special resolution, together with MGT-14.
6. Receive the fresh Certificate of Incorporation. After approval the Registrar issues a new certificate in the company’s new name.

Everything is filed online on the MCA portal, so no one has to visit the Registrar’s office. Registry fees on these forms exist, but as of September 2026 we could not verify the current amounts against an official schedule, so we do not quote them. Your CA confirms them before you pay.

What changes in your articles when you go public?

The articles must lose the three defining features of a private company: the transfer restriction, the 200-member cap and the ban on inviting the public to subscribe. Most companies adopt a fresh set of public-company articles rather than editing line by line.

• Share transfer. Any right-of-first-refusal or board-approval clause on transfers must go. Public company shares are freely transferable.
• Member cap. The 200-member limit disappears.
• Public subscription. The clause prohibiting an invitation to the public to subscribe is removed.
• Board and meetings. Articles should reflect at least 3 directors and rotation. At least two-thirds of non-independent directors must be liable to retire by rotation.

If you are converting because an investor wants protective rights, note that some founder-friendly clauses do not survive in a public company. Investor rights are then usually recorded in a shareholders’ agreement. Discuss that with your lawyer before the EGM, since it changes the resolution text.

What is the deemed-public trap?

A company can be treated as public without ever filing a conversion. Under a proviso to Section 2(71), a company that is a subsidiary of a company that is not a private company is deemed to be a public company, even if its articles still say “private”.

This catches groups where a private company is held by a public company or by another entity that itself counts as public. If you are in that position, you already face public-company rules, and the articles and name should normally be aligned with that status. The reverse also matters: before you add a corporate investor to your cap table, ask your CA whether the resulting structure changes your status.

This is a nuance rather than a routine step, so raise it with your CA if you have any corporate shareholder, especially a listed one. Do not rely on the articles alone to know what you are.

What changes after you convert?

Once converted, the public-company regime applies in full: at least 4 board meetings a year, rotation of directors, and the paid-up capital, turnover and borrowing thresholds that trigger independent directors, committees and a whole-time company secretary.

Your existing loans, contracts and licences carry on, but you should update the company name with your bank, GST registration, vendors and any licences, and reissue letterhead and invoices. Your CA can list the updates for your case.

For the yearly calendar you now follow, see public limited company annual compliance. If an IPO is the goal, note that conversion does not make you eligible on its own: SEBI eligibility on track record, profitability and net worth is separate. Duration varies with how quickly members, directors and the EGM can be lined up. As a rule of thumb, allow a few weeks, not days.

How can Shunya help with conversion?

Shunya’s Public Limited page says its CA can guide you through a conversion between private and public structures, and a practising Chartered Accountant reviews every filing.

Whether a conversion falls under the same professional fee as a new registration is not something to assume. Ask on the free callback, and have your member and director count, your current articles and your cap table ready. Shunya’s professional fee for a new Public Limited registration is ₹1,999; it excludes government fees, stamp duty, the DSC issuer’s charge and other third-party costs.

Request a callback from the Private Limited or Public Limited registration pages, or call or WhatsApp +91 80809 18797.

This article is for general information only. For your specific situation, consult a practicing CA.