Dear friends,
We are in the process of changing the name of a public company. We had obtained the name approval from the RoC. Now the client wants to convert the status of the company into a private company as well. Can we do so ? For me yes. But i dont have any past experience.
I request you to share any difficulties in it and i also request to share the names of the companies who have done both change of name and conversion into private company simultaneously (for inspection).
manoj
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Re: conversion of public company into private and change of
Replies (9)
If you have got the approval of name then firstly you change the name of the company. after changing of name you will start the process of status change.
Change of Name of Company
There are following steps for change of name of the company:
1. Select few suitable names each of which should indicate as for as possible the main object of the company.
2. Hold a Board Meeting and adopt in it these new name selected.
3. Avoid name which resembles too closely or the same as the names of any other company already registered.
4. Apply to the concern ROC to ascertain which of the new name selected by you is available in Form 1A. (Rule 4A)
5. The ROC concern will ordinarily inform within 7 days from the date of filing of Form 1A.
6. On confirmation from the concern ROC that the new name is available for adoption, hold a Board Meeting and fix up the date, time place and agenda in the Board Meeting for convening a General Meeting for passing a Special Resolution to Change the name, subject to the approval of CG(by delegation to ROC).{Section 21}.
7. Issue notices to all shareholders (Section 171).
8. Hold the General Meeting and pass Special Resolution by three forth majority. (Section 189) for change of present name to the new name availed of from the ROC.
9. File Special Resolution with Explanatory Statement in Form-23 with the concern ROC within 30 days of passing it. (section 192).
10. Even if the change of name consists of any abbreviated name then such name can be allowed to be change by ROC.
11. Apply to the Concerned ROC in Form 1B for approving the change in name.(Section 21).
12. Note that the application for approving the change in name should be given by the ROC within 15 working days.
13. On receiving the approval, apply to the concerned ROC for fresh certificate of Incorporation in the new name. On the issue of such Certificate by the ROC, the change in name will be effective. (Section 23).
14. Make necessary changes in every copy of the MOA/AOA, letter head, voucher, register, office papers, rtecords, books, documents, sign boards, common seal etc. (Section 147).
Conversion of a Public Limited Company into a Private Limited
Under section 31 of the Companies Act, 1956, any alteration made in the Articles which has the effect of converting a public company into a private company shall not have effect unless such alteration has been approved by the Central Government (powers delegated to the Registrar of Companies). The following actions are required to be taken in respect of conversion of a public company into private company:—
(i) The Board of directors of the public company shall consider the proposal of conversion at a meeting and would resolve by means of a resolution that subject to necessary approvals under section 31, the company shall be converted into a private limited company and will include the word "Private" before the word "Limited" in its name ;
(ii) Confirm that the numbers of members are not exceeding fifty;
(iii) Give notice in newspapers once in English and local language, where the registered office of the company is situated for conversion of company into private limited for providing opportunity to raise objections, if any, before the Registrar with a copy to the company within a period of 21 days from the date of notice and a copy of the notice be produced before the Registrar alongwith the application ;
(iv) Give notice to all the creditors having secured or unsecured liabilities in excess of Rs.1.00 Lacs by Registered post and proof of delivery of such notice is required to be produced before the Registrar alongwith the application;
(v) The Board of directors will authorise calling a general meeting of members by giving notice of at least 25 days before the meeting and will also approve draft notice to be sent to the members enclosing with the Explanatory statement under section 172 of Companies Act, 1956;
(vi) The Board of directors will authorise a director and/or the secretary to move an application to the concerned Registrar of Companies for approval after the proposal of conversion in approved at the general meeting of the shareholders by means of a special resolution
(vii) Certified copy of the special resolution along with Explanatory Statements and amended copy of the Memorandum and Articles shall be filed with the Registrar of Companies within 30 days of passing of the resolution in terms of section 192 in e-Form 23;
(viii) Make an application in e-Form 1B to the Registrar of Companies concerned, attaching all enclosures required with the application and also fee prescribed under Companies (Fees on Applications) Rules, 1999 as amended;
(ix) Apply to the Registrar of Companies for providing a fresh certificate of incorporation consequent upon conversion of a public company into private company;
(x) Change the name in all documents of the company by inserting "Private" before the word "Limited".
THANK YOU SIR,
It will be a big help if you can share draft documents as well.
manoj
Specimen of Board Resolution for conversion of the Limited Company into a Private Limited Company
RESOLVED THAT pursuant to the provisions of section 31 of the Companies Act, 1956 and subject to the approval of the ROC and the members at the General Meeting the name of the Company be changed from KW Limited to KW Private Limited.
FURTHER RESOLVED THAT Shri SK, the Managing Director of the Company be instructed to issue a notice of Extra Ordinary General Meeting to the members of the Company and others who are entitled to receive the same in order to obtain their approval for the above matter of conversion.
FURTHER RESOLVED THAT Shri SK, the Managing Director of the Company be and is hereby authorised to make an application to make an application to the Registrar of companies in e-Form 1B and to do all such acts, deeds and things as may be required to be done in this regard.
Specimen of notice to be published in newspaper
Notice is hereby given that members of the Company at their Extra Ordinary General Meeting held on xx.xx.xxxx, have passed a special resolution for the conversion of the Company KW Limited to KW Private Limited under the provisions of section 31 of the Companies Act, 1956. Anybody having objection for such conversion may raise their objection with an affidavit and supporting evidences, if any, with the Registrar of Companies Madhya Pradesh & Chhatisgarh with a copy of the same to Company at the Registered Office. The Registrar of Companies will proceed for issuance of certificate for change of name after expiry of 21 days from the date of this notice.
For, KW Limited
DIRECTOR
Date
Place
Hai Ajay Mishra,....
you are great....
You have provided your services i.e. Secretarial service to our fellow member free of cost.
Manoj now should be proud of you....
it is a useful forum. Bookmarked...
Thank You my dear Sivasiva for your valuable words......
yup agreed
this forum has number of helping hands.
@ Mr. Ajay Mishra, We are trying to do two things simultaneously. Change of Name and Conversion. We are passing two different resolutions in EGM first for change of name and then for conversion.
thereafter we straightway issue two public advertisement for objects for conversion.
we will file one Form-23 for by special resolutions and two separate Form-1B for two different CG approvals.
is there any practical problem
manoj
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