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Convert Public Limited to Private Limited Company

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Trigger: post-acquisition, delisting, or to reduce public company compliance.

Fees: conversion starting from INR 49,999 (Exl GST and Govt. Charges).

Eligibility: members must not exceed 200; creditor consent required.

Timeline: typically 60 to 90 working days including RD approval.

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Public Ltd to Pvt Ltd Conversion: Overview

📌 TL;DR - Public to Private Services at a Glance

A public company converts to private under Section 14 by special resolution, altering the MoA and AoA, and obtaining Regional Director approval in Form RD-1. Members must not exceed 200. Patron Accounting handles it end to end from INR 49,999.

Parameter	Detail
Governing Law	Companies Act, 2013 (Sections 14, 18); Rule 41, Incorporation Rules 2014
Approving Authority	Regional Director (delegated by Central Government, not NCLT)
Approval	Special resolution at EGM (75%); Form RD-1 within 60 days
Key Filings	MGT-14 (30 days); RD-1 (60 days); INC-28 and INC-27 (15 days of order)
Condition	Members must not exceed 200; creditor consent required
Cost	Conversion from INR 49,999 (Exl GST and Govt. Charges)
Timeline	About 60 to 90 working days

Companies usually convert from public to private after an acquisition, a delisting, or a decision to reduce the heavier compliance of a public company. Government filing fees depend on the authorised share capital slab and are billed at actuals.

Content is reviewed quarterly for accuracy.

What Does Converting Public Ltd to Pvt Ltd Mean?

Converting a public limited company to a private limited company means altering the MoA and AoA under Section 14 of the Companies Act, 2013 to add the private company restrictions in Section 2(68), with the change approved by the Regional Director. The same legal entity continues with the same CIN; only its class changes from public to private.

A private company caps membership at 200 members, restricts share transfers and cannot invite the public to subscribe, but it has lighter governance than a public company. The conversion needs creditor consent and a Regional Director order before it takes effect.

Key Terms for Public to Private:

Section 14: the provision allowing alteration of articles to convert a company's class.
Regional Director (RD): the Central Government authority that approves public-to-private conversion.
Form RD-1: the application to the Regional Director, filed within 60 days of the resolution.
Form INC-28: the form to file the RD's order with the Registrar within 15 days.

Section 14 RD-1 | INC-27

When Should You Convert to a Private Company?

Conversion suits a public company after a buyout or delisting, or when a company wants closer control and lower compliance. It is common when a small public company has effectively become closely held and no longer needs public-company status.

Before applying, the company must ensure its members do not exceed 200, all creditors consent or charges are satisfied, there is no pending prosecution or investigation, and all ROC filings are up to date. These conditions are checked by the Regional Director.

Our Conversion Services

Service	What We Do
Eligibility review	Checking the 200-member cap, charges, creditors and filing status.
Board and EGM support	Drafting notices, special resolution and minutes.
MoA and AoA alteration	Redrafting to add private company restrictions.
RD application	Preparing and filing Form RD-1 with creditor lists and affidavits.
Advertisement and notices	Newspaper advertisement and notices to creditors and authorities.
ROC filings	Filing MGT-14, and INC-28 and INC-27 after the RD order.

Our Process

Conversion Process: 6 Steps

From the board meeting and special resolution to the Regional Director order and the fresh Certificate of Incorporation, here is how Patron Accounting takes a public company private end to end.

Step 1

Hold a board meeting

Pass board resolutions to approve the conversion, alter the MoA and AoA, and call an EGM.

Board resolutions EGM called

Board Meeting 01

Step 2

Pass the special resolution

At the EGM, pass a special resolution (75% of votes) approving conversion and the altered MoA and AoA under Section 14.

75% majority MoA / AoA altered

Special Resolution 02

Step 3

File MGT-14

File Form MGT-14 with the special resolution and altered documents within 30 days of the EGM.

MGT-14 filed Within 30 days

Resolution Filed 03

Step 4

Apply to the Regional Director

File Form RD-1 with the Regional Director within 60 days, with creditor lists, affidavits, and proof of newspaper advertisement and notices.

RD-1 filed Within 60 days

RD Application 04

Step 5

Obtain the RD order

The Regional Director examines objections, may hold a hearing, and passes an order approving the conversion.

Objections heard Order passed

RD Approval 05

Step 6

File INC-28 and INC-27

File the RD order in Form INC-28 and the conversion in Form INC-27 within 15 days; the ROC issues a fresh Certificate of Incorporation.

INC-28 / INC-27 Fresh COI

Now Private 06

Documents Required for Conversion

Board and EGM resolutions: approving the conversion.
Altered MoA and AoA: adding private company restrictions.
List of creditors and debenture holders: with their consent or NOC.
Newspaper advertisement: and notices to creditors, ROC and regulators.
Affidavits and declarations: confirming no default, prosecution or dispute.
Latest financial statements: and PCS certificate.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Members exceeding 200	A private company caps members at 200	We restructure shareholding to meet the private company cap
Creditor objections at RD stage	Creditors can object before the RD	We obtain consents and NOCs and represent at the RD hearing
Missed MGT-14 or RD-1 timelines	The 30-day and 60-day windows are strict	We file within the 30-day and 60-day limits to avoid penalties
Pending charges or defaults	Open charges or defaults block approval	We clear charges and ROC defaults before applying

Conversion Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 49,999 (Exl GST and Govt. Charges)
Government filing fees	Depend on the authorised share capital slab; at actuals
Newspaper advertisement	At actuals, depending on state and newspapers
Professional certification	PCS or auditor certification, scoped separately

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Public to Private consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

How Long Does Conversion Take?

Stage	Estimated Timeline
Conversion (overall)	About 60 to 90 working days
Regional Director examination	Includes objection window and possible hearing
Post-order ROC filings	INC-28 and INC-27 within 15 days of the order

Because the Regional Director must examine objections and may hold a hearing, the timeline runs longer than a private-to-public conversion. The exact duration depends on creditor consents, any objections at the RD stage, document readiness and Regional Director processing.

Key Benefits

Why Convert with a Professional

Lower compliance

Fewer governance obligations than a public company.

Tighter control

Restricted share transfers and a capped membership.

Cleaner structure

A streamlined entity after an acquisition or delisting.

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Public Limited vs Private Limited Company

Factor	Public Limited	Private Limited
Minimum members	7	2
Maximum members	No limit	200
Share transfer	Freely transferable	Restricted
Public share offer	Allowed (can list)	Not allowed
Compliance	High, governance norms	Moderate

Related Services

Need the underlying entity services? See private limited company registration and ongoing private limited company compliance. Starting as a public company instead? See public company registration. The conversion may also need a change in object clause or a change in authorised capital.

Legal and Compliance Framework

Section 14, Companies Act, 2013: allows alteration of articles to convert a public company to a private company; the alteration is not valid unless approved by the Central Government (filed via the MCA).

Regional Director delegation: the Central Government's approval power was delegated to the Regional Director by notification SO 6225(E) dated 18 December 2018, so the application is made in Form RD-1, not to the NCLT.

Rule 41, Companies (Incorporation) Rules, 2014: prescribes the RD-1 procedure, the 60-day filing window, the newspaper advertisement, notices to creditors and authorities, and the objection and hearing process.

Membership cap: a private company's members must not exceed 200, excluding present and former employee members, so shareholding may need restructuring before conversion.

Frequently Asked Questions

Common questions about converting a public limited company to a private limited company under Section 14, Regional Director (not NCLT) approval, the RD-1 process, forms, conditions and timelines.

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Can a public limited company be converted into a private limited company?

Yes. A public limited company can convert into a private limited company under Section 14 of the Companies Act, 2013 by passing a special resolution, altering its MoA and AoA to add the private company restrictions, and obtaining approval from the Regional Director. The same legal entity continues with the same CIN, and the members must not exceed 200 after conversion.

Is NCLT or Regional Director approval required for public to private conversion?

Regional Director approval is required, not NCLT. The Central Government's power to approve a public-to-private conversion was delegated to the Regional Director by notification SO 6225(E) dated 18 December 2018. The company files Form RD-1 with the Regional Director within 60 days of the special resolution, and the RD passes an order after examining any creditor objections.

What is the process to convert a public company to a private company?

Hold a board meeting and call an EGM, then pass a special resolution to alter the MoA and AoA. File Form MGT-14 within 30 days, publish a newspaper advertisement and serve notices to creditors and authorities, and file Form RD-1 with the Regional Director within 60 days. After the RD order, file Form INC-28 and INC-27 within 15 days, and the ROC issues a fresh Certificate of Incorporation.

Which forms are filed to convert a public company to a private company?

Four forms are involved. Form MGT-14 reports the special resolution within 30 days. Form RD-1 is the application to the Regional Director within 60 days, with creditor lists and affidavits. After the RD order, Form INC-28 files the order with the Registrar and Form INC-27 records the conversion, both within 15 days of the order, after which a fresh Certificate of Incorporation is issued.

What are the conditions for converting a public company to private?

The members must not exceed 200 after conversion, all creditors must consent or charges must be satisfied or have a no-objection certificate, and there must be no pending prosecution, investigation or default in ROC filings. The company must also publish a newspaper advertisement and serve notices to creditors and regulators, allowing them to raise objections before the Regional Director.

How long does it take to convert a public company to a private company?

The conversion typically takes about 60 to 90 working days. This is longer than a private-to-public conversion because the Regional Director must allow time for creditor objections and may hold a hearing before passing the order. The timeline depends on creditor consents, any objections, document readiness and Regional Director processing speed.

Why would a company convert from public to private?

Companies convert from public to private after an acquisition or buyout, following a delisting from a stock exchange, or to reduce the heavier compliance and governance obligations of a public company. A private company offers tighter control through restricted share transfers and a capped membership, which suits a closely held business that no longer needs public company status.

Public limited ko private limited me kaise convert kare?

Special resolution paas karo, MoA aur AoA alter karo, aur Regional Director se Form RD-1 par approval lo. Patron Accounting poora process sambhal leta hai.

Quick Answers

Which section? Section 14 read with Section 18, Companies Act, 2013.
Who approves? The Regional Director (not NCLT).
Which forms? MGT-14, RD-1, then INC-28 and INC-27.
Member cap? Members must not exceed 200.

Planning a Delisting or Buyout Restructuring?

A public-to-private conversion is a regulated, objection-driven process before the Regional Director where creditor consents, advertisements and timelines must be handled precisely. Professional handling keeps the application clean and the order on track.

Call +91 945 945 6700 or message us on WhatsApp for a free, no-obligation quote on your Public Ltd to Pvt Ltd conversion.

Start Your Conversion Today

Converting a public limited company to a private limited company is a post-acquisition or delisting restructuring carried out under Section 14 of the Companies Act, 2013 with Regional Director approval. It needs a special resolution, a clean alteration of the MoA and AoA, creditor consents, newspaper advertisement, and timely filing of Forms MGT-14, RD-1, INC-28 and INC-27.

Patron Accounting, with 15+ years of experience and a CA and CS team, manages approvals, the RD application and ROC filings end to end so the conversion clears the Regional Director without delay.

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Content Created: 3 June 2026 | Last Updated: | Next Review: 3 December 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months or whenever the Companies Act, Rule 41 of the Incorporation Rules, or the Regional Director jurisdiction and forms change, so the public to private conversion guidance stays current.