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Microlesson · 5-min read

Conversion of Companies Already Registered (Section 18)

## Conversion of Companies Already Registered (Sec 18)

A company already registered under the Companies Act can convert into another class of company following these steps.

### Step 1 — Alteration of MOA and AOA

The company alters its MOA and AOA as per the provisions of the law for the new class.

### Step 2 — Application to ROC

The company files an application with the ROC for conversion.

The ROC:

  • Verifies compliance with the registration requirements of the new class.
  • Closes the former registration of the company.

### Step 3 — Issue of Certificate of Incorporation

The ROC issues a fresh Certificate of Incorporation reflecting the new class.

### Important Principle — Existing Rights & Liabilities Continue

Conversion does NOT affect:

  • Any debts, liabilities, obligations, or contracts incurred or entered into before conversion.
  • These continue and may be enforced as if no conversion had taken place.

### Common Conversion Examples

  • Private → Public
  • Public → Private
  • Section 8 (charitable) → other class
  • OPC → Private/Public

### Key Takeaway

The identity of the company remains the same — only its class/form changes. The Certificate of Incorporation is updated, but the company's history (contracts, liabilities, debts) carries over intact.

Worked example

### Example 1

Example 1: XYZ Pvt Ltd has converted to XYZ Ltd. (public). A creditor's outstanding loan was taken before conversion. Is the loan still enforceable? Answer: Yes. Conversion does not extinguish liabilities; the loan continues post-conversion.

### Example 2

Example 2: Outline the steps for converting a private company into a public company. Answer: (1) Alter MOA & AOA in line with public-company requirements; (2) Apply to ROC; (3) ROC verifies compliance, closes former registration; (4) Issues fresh Certificate of Incorporation.

⚠️ Common exam mistakes

  • Believing pre-conversion liabilities are extinguished — they are NOT.
  • Forgetting that ROC must close the former registration before issuing the new certificate.
  • Skipping the MOA/AOA alteration step, treating conversion as an automatic process.
Reference: Section 18 — Companies Act, 2013
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