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Convert Private Limited to Public Limited Company

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Trigger: pre-IPO, larger fundraising, or crossing public company thresholds.

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

Eligibility: minimum 3 directors and 7 members after conversion.

Timeline: typically 20 to 30 working days including EGM and ROC filings.

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Pvt Ltd to Public Ltd Conversion: Overview

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

A private limited company converts to public under Section 14 by passing a special resolution, altering the MoA and AoA, and filing MGT-14 and INC-27 with the ROC. It needs minimum 3 directors and 7 members. Patron Accounting handles it end to end from INR 49,999.

Parameter	Detail
Governing Law	Companies Act, 2013 (Sections 14, 18, 149, 3); Rule 33, Incorporation Rules 2014
Approval	Special resolution at EGM (75% of votes), 21 clear days' notice
Key Forms	MGT-14 (within 30 days) and INC-27 (within 15 days)
Minimum Numbers	3 directors and 7 members for a public company
Outcome	Fresh Certificate of Incorporation; same CIN entity continues
Cost	Conversion from INR 49,999 (Exl GST and Govt. Charges)
Timeline	About 20 to 30 working days

Companies usually convert to a public limited company ahead of an IPO, a large fundraise, or when ownership needs to widen beyond the private-company limits. Government filing fees depend on the authorised share capital slab and are billed at actuals.

Content is reviewed quarterly for accuracy.

What Does Converting Pvt Ltd to Public Ltd Mean?

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

A public limited company can offer shares to the public, list on a stock exchange, and have unlimited members, but it must meet stricter governance - minimum 3 directors and 7 members, and additional disclosure and board norms under the Companies Act, 2013.

Key Terms for Private to Public:

Section 14: the provision allowing alteration of articles to convert a company's class.
Special Resolution: a shareholder resolution passed by at least 75% of votes.
MGT-14: the ROC form for filing the special resolution within 30 days.
INC-27: the ROC form applying for conversion, filed within 15 days under Rule 33.

Section 14 MGT-14 | INC-27

When Should You Convert to a Public Company?

Conversion suits a private company that is preparing for an IPO, raising large capital from many investors, or expanding ownership beyond the 200-member cap of a private company. It is a common pre-IPO structuring step.

After conversion the company must maintain a minimum of 3 directors and 7 members, comply with stricter disclosure and audit norms, and, if listed, appoint independent directors equal to at least one-third of the board.

Our Conversion Services

Service	What We Do
Eligibility and structuring	Review of directors, members and capital before conversion.
Board and EGM support	Drafting notices, resolutions and minutes for the meetings.
MoA and AoA alteration	Redrafting to remove private restrictions and adopt public clauses.
ROC filings	Filing MGT-14 and INC-27 with all attachments.
Director and member additions	DIR-12 and PAS-3 where new directors or shares are needed.
Post-conversion compliance	Updating PAN, TAN, GST, bank records and registers.

Our Process

Conversion Process: 6 Steps

From the board meeting and special resolution to the MGT-14 and INC-27 filings and the fresh Certificate of Incorporation, here is how Patron Accounting takes a private company public 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; add directors or members if needed to meet the minimums.

Board resolutions EGM called

Board Meeting 01

Step 2

Issue EGM notice

Give at least 21 clear days' notice with an explanatory statement under Section 102.

21 days' notice Explanatory stmt

Notice Issued 02

Step 3

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 03

Step 4

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 04

Step 5

File INC-27

File Form INC-27 for conversion within 15 days, attaching EGM minutes, altered MoA and AoA and a PCS certificate.

INC-27 filed Within 15 days

Conversion Filed 05

Step 6

Receive fresh Certificate

On approval, the ROC issues a fresh Certificate of Incorporation reflecting the public company status.

COI issued Public status

Now Public 06

Documents Required for Conversion

Board and EGM resolutions: approving the conversion.
Altered MoA and AoA: removing private company restrictions.
EGM notice and minutes: with explanatory statement.
List of directors and members: after conversion (min 3 and 7).
Latest financial statements: and consent letters from new directors.
PCS compliance certificate: and DSC of authorised director.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Falling short of 3 directors or 7 members	A public company needs the minimum numbers	We add directors and members through DIR-12 and PAS-3 first
Defective MoA and AoA alteration	Non-compliant articles get rejected	We redraft compliant public-company MoA and AoA
Missed MGT-14 or INC-27 timelines	The 30-day and 15-day windows are strict	We file within the 30-day and 15-day limits to avoid penalties
FEMA issues for foreign investors	Sectoral caps can affect public structure	We check FEMA sectoral caps before conversion

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
Director or share additions	DIR-12 and PAS-3 billed at actuals where needed
Professional certification	PCS 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 Private to Public consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

How Long Does Conversion Take?

Stage	Estimated Timeline
Conversion (overall)	About 20 to 30 working days
EGM notice period	21 clear days before the meeting
ROC processing	MGT-14 and INC-27 review and fresh COI

With the 21-day EGM notice and ROC processing, conversion typically takes 20 to 30 working days. The exact timeline depends on meeting the minimum director and member counts, document readiness, and Registrar of Companies processing.

Key Benefits

Why Convert with a Professional

Access to public capital

List on a stock exchange and raise equity through a public issue.

Wider ownership

Beyond the private company member limits, with no cap.

Investor credibility

Recognised by institutional investors, lenders and large clients.

Trusted by Growing Companies Across India

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Handled | 15+ Years Experience

Trusted by clients including Hyundai, Asian Paints and Bridgestone. With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves businesses across India both in-person and remotely.

Private Limited vs Public Limited Company

Factor	Private Limited	Public Limited
Minimum directors	2	3
Minimum members	2	7
Maximum members	200	No limit
Share offer to public	Not allowed	Allowed (can list)
Compliance	Moderate	High, with governance norms

Related Services

Starting fresh as a public company? See our public company registration. Conversion often pairs with a change in authorised capital and a change in object clause. For the underlying entity, see private limited company registration and ongoing private limited company compliance.

Legal and Compliance Framework

Section 14, Companies Act, 2013: allows a company to alter its articles to convert from a private to a public company by special resolution; the alteration takes effect on ROC approval (filed via the MCA).

Section 18 and Rule 33: govern the conversion application in Form INC-27 under the Companies (Incorporation) Rules, 2014, with a fresh Certificate of Incorporation on the same CIN.

Section 149: a public company must have a minimum of 3 directors, and listed public companies must have at least one-third independent directors.

Section 3: a public company must have a minimum of 7 members; there is no maximum member limit, unlike the 200-member cap for a private company.

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

Yes. A private limited company can convert into a public limited company under Section 14 of the Companies Act, 2013 by passing a special resolution and altering its MoA and AoA to remove the private company restrictions in Section 2(68). The same legal entity continues with the same CIN. After conversion the company must meet public company norms, including minimum directors, members and disclosure requirements.

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

Hold a board meeting to approve the conversion and call an EGM, then pass a special resolution with at least 75% of votes to alter the MoA and AoA. File Form MGT-14 within 30 days and Form INC-27 within 15 days with the Registrar of Companies, attaching the altered documents and EGM minutes. The ROC then issues a fresh Certificate of Incorporation reflecting the public status.

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

Two main forms are filed with the Registrar of Companies. Form MGT-14 reports the special resolution and is filed within 30 days of the EGM, with the notice, altered MoA and AoA, and the resolution attached. Form INC-27, filed within 15 days under Rule 33 of the Companies (Incorporation) Rules, 2014, is the conversion application with EGM minutes and a PCS certificate.

What is the minimum number of directors and members for a public company?

A public limited company must have a minimum of 3 directors under Section 149 and a minimum of 7 members under Section 3 of the Companies Act, 2013. There is no maximum member limit for a public company, unlike the 200-member cap for a private company. If the existing company falls short, directors or members are added before conversion through DIR-12 and PAS-3.

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

The conversion typically takes about 20 to 30 working days. This includes the 21 clear days' notice for the EGM, the board and shareholder approvals, and the time for the Registrar of Companies to process Forms MGT-14 and INC-27 and issue the fresh Certificate of Incorporation. Document readiness and meeting the minimum director and member counts affect the timeline.

What are the benefits of converting to a public limited company?

A public limited company can raise capital from the public, list its shares on a stock exchange, and have an unlimited number of members. This makes it the standard structure ahead of an IPO or a large fundraise. It also improves credibility with institutional investors, lenders and large clients, though it brings stricter governance and disclosure obligations.

Does conversion change the company PAN or CIN?

The legal entity continues, so the conversion is a change of class rather than a new incorporation. The company receives a fresh Certificate of Incorporation reflecting the public status, and the name changes to remove the word Private. The CIN is updated to reflect the new class, while the PAN and TAN of the company generally continue, with records updated across PAN, GST and bank accounts.

Private limited ko public limited me kaise convert kare?

Section 14 ke tahat special resolution paas karo, MoA aur AoA alter karo, aur MGT-14 aur INC-27 file karo. Patron Accounting poora process sambhal leta hai.

Quick Answers

Which section? Section 14 read with Section 18, Companies Act, 2013.
Which resolution? Special resolution (75%) at an EGM.
Which forms? MGT-14 (30 days) and INC-27 (15 days).
Minimum directors and members? 3 directors and 7 members.

Planning an IPO or Going Public?

A public company conversion is a high-stakes, pre-IPO step where defective resolutions, missed timelines or non-compliant articles can derail a fundraise. Professional handling keeps the conversion clean and audit-ready.

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

Start Your Conversion Today

Converting a private limited company to a public limited company is a pre-IPO and fundraising milestone carried out under Section 14 of the Companies Act, 2013. It needs a special resolution, a clean alteration of the MoA and AoA, the right minimum of 3 directors and 7 members, and timely filing of Forms MGT-14 and INC-27 with the Registrar of Companies.

Patron Accounting, with 15+ years of experience and a CA and CS team, manages approvals, document alteration and ROC filings end to end so the conversion stands up to investor and regulator scrutiny.

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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 33 of the Incorporation Rules, the MGT-14 and INC-27 forms, or SEBI IPO norms change, so the private to public conversion guidance stays current.