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Private limited companies are a dime a dozen, but every private limited company, at some point, wishes to turn public so as to increase scalability. The question generally put across is, “Why go public?” The answer lies in certain distinct differences that arise between private limited companies and public limited companies.
Procedure for Conversion into a Public Limited Company (pursuant to applicable provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014):
The Directors are to be issued a notice regarding the agenda of the Board Meeting. This notice has to be issued to their respective registered addresses at least 7 days prior to the date on which the Board Meeting is to be held. The following matters have to be included in the agenda of the Board Meeting for discussion: – Approval of the shareholders regarding –
– Approval for conducting an EGM and the subsequent authorisation of a person to be in charge of circulation of the notice regarding the EGM.
– The date, time and place for the EGM has to be fixed as well.
– Passing of a Board Resolution for the increase in the number of directors, as a public limited company would mandate a minimum of 3 directors as per the provisions under Section 149(1)(a) of the Companies Act 2013.
Issuance of a notice regarding EGM and holding the EGM:
Once the Board Meeting has taken place, the Director/Company Secretary so appointed to circulate the notice regarding the EGM may issue to the notice to all of the following:
The notice of the EGM has to be given not less than 21 days prior to the date on which the EGM is to be held. However, a shorter notice period can be given if and only if the consent is given by not less than 95% of the members who are entitled to vote at the meeting. The consent has to be obtained either through:-
– Electronic mode At the EGM, the resolutions will be passed subject to the approval of the shareholders.
Filing of the form with RoC:
Once the resolutions are passed in the EGM, the formalities with regard to form filing with the Registrar of Companies has to be completed within the stipulated time frame.
a)E-Form MGT – 14: This form has to be filed with the RoC within 30 days of passing the respective resolutions along with the prescribed fees. The form is be filed on the MCA portal, with the following attachments:
b)E-Form INC – 27: This form is specifically for the application for conversion of a private limited company into a public limited company. This form has to be filed with the RoC within 15 days after passing of the resolutions in the EGM. The following documents are to be enclosed along with the form:
Being listed on the stock exchange is another advantage of going public. This helps the companies get easier access to capital and also enables them to scale their operations in an easier way. Companies that are listed also tend to have a lot more work with regard to compliances as they have to keep up with the SEBI regulations as well. Therefore, there is a lot of thought and considerable planning that takes place when the company makes the decision to go public.
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