Conversion of Public company into Private company

Conversion of a Public Limited Company into a Private Limited

Under section 31 of the Companies Act, 1956, you have to obtain approval of Central Government (powers delegated to the ROC) for Conversion of a Public Limited Company into a Private Limited.

Find below detailed procedure for Conversion of a Public Limited Company into a Private Limited

(i)         Hold a BM of the public company to consider the proposal of conversion and pass a board resolution for conversion.

(ii)        Limit the numbers of members to fifty;

(iii)       Newspapers notice is required once in English and local language, where the registered office of the company is situated and a copy of the notice be produced before the Registrar alongwith the application.

(iv)       Notice to all the creditors having liabilities in excess of Rs.1.00 Lacs is required by Registered post and proof of delivery of such notice is required to be produced before the Registrar alongwith the application;

(v)        Pass a board resolution for calling a general meeting of members. Comply section 171, 173 of Companies Act, 1956;

(vi)       Pass board resolution for authorizing someone to move an application to the concerned Registrar of Companies for approval after passing special resolution regarding conversion.

(vii)      File form 23 with Certified copy of the special resolution along with Explanatory Statements and amended copy of the Memorandum and Articles.

(viii)     Make an application in e-Form 1B to the Registrar of Companies concerned, attaching all enclosures required with the application and fee prescribed.

(ix)       After that wait for the fresh certificate of incorporation consequent upon conversion of a public company into private company.

Sincerely hope that this effort would be off some help.

Best Regards

If you need any other help or document than let me know. I’ll try to provide you.

Regards

Thanks Ankur for that.

However, as mentioned in the question - I am more interested in issues / matters of concern AFTER the company has been converted into Private limited company.

May be you can have look at the question again.

Thanks again,

regards, Unmesh

After conversion of public company into a private company kindly check the following points:

1. Intimate all the concerned authorities like Excise and sales tax etc about the status change.

2. Arrange new PAN No. of the company. Update company bank account details.

3. Arrange new stationary with new name.

4. You have to be fully compliant of the conditions given under section 3(1)(iii).

5. Analyse your newly adopted AOA and MOA and remove all things which are in contradiction with the conditions of AOA.

Regards

In continuation with the above query with regard to conversion of public company into private company

the maximum no. of members for a private company is 50 whereas a public company planning to convert itself into private company has around 1000 shareholders.

how this problem should be dealt with.