name change and conversion of pvt. ltd. into public limited

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Querist : Anonymous

Querist : Anonymous (Querist)

15 March 2011 please give me the full procedure of conversion of pvt. ltd. co. into public ltd. co. and we also want to change the co. name. (eg. "X" diamod pvt. ltd. to "X" industries ltd.)

please reply to this question.....!

Abhishek

Abhishek (Expert)

15 March 2011 PROCEDURE

1. Hold a Board Meeting and approve the decision to convert the company in to a Public Company. And accordingly approve following:-

• Increase authorised capital to Rs. 5 Lacs (if the company is a non profit company under section 25, it is not required to increase its minimum paid up capital)
• Increase the number of directors to 3.
• Call general Meeting for obtaining approval of shareholders.

2. Convene a General Meeting and pass Special Resolutions for:
• Conversion of Company into a Public Company
• Change of name
• Change in MOA (Ordinary Resolution required)
• Change in AOA

3. File form 23 and within 30 days of above Special Resolution.

4. File form 5 in case of change in capital within 30 days.

5. File form 62 with ROC along with Prospectus or Statement in Lieu of Prospectus within 30 days of passing above special resolution.

6. Make an application to ROC in form 1B to delete the word Private from the Company’s name and issue a fresh certificate of incorporation consequent to such conversion.

7. It is not required to obtain a Certificate of Commencement of Business on conversion of status from private to public.

8. Change the name in every document of the Company.

9. Change in status of company from private to public will also make change in the CIN of the Company. [Circular no. 12/2000 dated 25.10.2000]

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