Conversion of private company into public company

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Deepak Rai (Querist)

30 September 2013 Dear Sir,

if we are converting a private company into public company, do we need to go CLB for any kind of approval?? if yes,please guide.

Regards
Deepak Rai

Ajay Mishra

Ajay Mishra (Expert)

30 September 2013 Hi

You are talking under new Companies Act or old companies Act, 1956.

Ajay Mishra

Ajay Mishra (Expert)

30 September 2013 Alteration in AOA under New Companies Act, 1956:

14. (1) Subject to the provisions of this Act and the conditions contained in its
memorandum, if any, a company may, by a special resolution, alter its articles including
alterations having the effect of conversion of—
(a) a private company into a public company; or
(b) a public company into a private company:
Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, the company shall, as from the date of such alteration, cease to be a private company:

Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit.
(2) Every alteration of the articles under this section and a copy of the order of the
Tribunal approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.
(3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.

Ajay Mishra

Ajay Mishra (Expert)

30 September 2013 Under New Companies Act, 2013, no CG approval is required for change of name.

Read Section 13 of the CA, 2013:

13. (1) Save as provided in section 61, a company may, by a special resolution and
after complying with the procedure specified in this section, alter the provisions of its memorandum.
(2) Any change in the name of a company shall be subject to the provisions of subsections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:

Provided that no such approval shall be necessary where the only change in the name
of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
(3) When any change in the name of a company is made under sub-section (2), the
Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
(4) The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.

Deepak Rai

Deepak Rai (Querist)

30 September 2013 Thank you Sir

Ajay Mishra

Ajay Mishra (Expert)

30 September 2013 My Pleasure............

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