# Conversion of a Private Company into a Public Company

Governing Section: Section 18 of the Companies Act, 2013.

A private company can voluntarily convert itself into a public company by following a structured procedure that involves altering its Articles, altering its Memorandum, and complying with ROC filing requirements.

## Stepwise Procedure

### Step 1 - Special Resolution for Articles

Pass a special resolution for alteration of the Articles to delete the three restrictions that characterise a private company.

> (The three restrictions removed: restriction on transferability of shares, cap of 200 members, and prohibition on inviting the public to subscribe to securities.)

### Step 2 - Special Resolution for Memorandum (Name Change)

Pass a special resolution for alteration of the Memorandum to change the name by deleting the word 'Private' from the name.

> (Example: 'ABC Private Limited' → 'ABC Limited'.)

### Step 3 - File Documents with ROC (within 15 days)

File the following documents with the Registrar of Companies within 15 days:

(i) Copy of altered Articles
(ii) Copy of altered Memorandum

### Step 4 - File the Special Resolution (within 30 days)

File a copy of the special resolution with the Registrar of Companies within 30 days from the date of passing such resolution in Form No. MGT-14.

### Step 5 - Fresh Certificate of Incorporation

The Registrar of Companies shall register and issue a fresh certificate of incorporation reflecting the new public company status.

### Step 6 - Compliance with Minimum Numbers

Ensure compliance with public company thresholds:

Members: If below 7, increase membership to at least 7.
Directors: If only 2 directors, increase to at least 3.

## Summary - At a Glance

Step	Action	Time Limit
1	SR — Alter Articles (remove 3 restrictions)	—
2	SR — Alter MOA (drop 'Private')	—
3	File altered MOA & AOA with ROC	15 days
4	File SR in Form MGT-14	30 days
5	ROC issues fresh COI	—
6	Ensure ≥ 7 members & ≥ 3 directors	—

Worked example

### Example 1

Example: ABC Pvt. Ltd. has 5 members and 2 directors. To convert to a public company: (a) Pass SR altering Articles to delete the 3 private-company restrictions; (b) Pass SR altering MOA to rename it 'ABC Limited'; (c) File altered MOA/AOA with ROC within 15 days; (d) File MGT-14 within 30 days of the SR; (e) Receive fresh COI; (f) Induct at least 2 more members (to reach 7) and 1 more director (to reach 3).

⚠️ Common exam mistakes

Filing the special resolution in MGT-14 within 15 days instead of 30 days — MGT-14 has its own 30-day timeline.
Forgetting that altered MOA and AOA must be filed within 15 days (separate from the SR filing).
Overlooking the post-conversion compliance: minimum 7 members and 3 directors must be present.
Confusing the procedure with that for conversion of a PUBLIC company to PRIVATE — the latter requires Central Government approval, which is NOT needed for Private to Public conversion.

Bare-Act text Section 18 · Companies Act, 2013 · click to expand

A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter. Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.

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Conversion - Private Company into Public Company (Section 18)

Worked example

⚠️ Common exam mistakes