PROCEDURE FOR CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY
(Section 13 and 14 of the Companies Act Read with Rule 41 of Companies (Incorporation) Rules, 2014)
Step-1 Hold a Board Meeting:
- To obtain the approval for conversion of Public Company into Private Company.
- To make amendments in MoA and AoA subject to approval of the members.
- For fixing the date, time and venue of the general meeting for passing a special resolution.
- To approve notice of general meeting along with the explanatory statement which is required to be annexed with the notice of the meeting as per requirement of Section 102(1) of the Companies Act.
- To authorise the Director to issue notice of the general meeting on behalf of the Company.
Step-2 Notice of the General Meeting:
- Notice along with explanatory statement shall be given to all the Directors, members and auditors of the Company at least 21 days before the date of general meeting.
Step-3 Convene the General Meeting:
- To obtain the consent of members for conversion of Public Company into Private Company.
- To obtain the consent to make alteration in MoA and AoA of the Company.
Following Forms are required to be filed:
- Form MGT-14
- Form GNL-2
- Form RD-1
- Form INC-28
- Form INC-27
Step-4 Filing of Form MGT-14 and GNL-2 with ROC:
Within 30 days of passing of Special resolution file Form MGT-14 with the ROC along with the following attachments:
- Altered MoA and AoA
- Copy of Board Resolution
- Notice of EGM annexed with Explanatory Statement
- Copy of Special Resolution
- Attendance list of the meeting
After filing Form MGT-14 file Form GNL-2 to ROC along with the following attachments:
- Altered MoA and AoA.
- EGM minutes along with attendance list.
- Application for seeking conversion of Public Company into Private Company
Step-5 Newspaper Advertisement:
- Atleast 21 days before the date of filing of an application with the Regional Director the Company shall publish the petition in Form INC-25A atleast in one vernacular newspaper of the district in which the registered office of the Company is situated and in one english newspaper.
Step-6 Filing of Form RD-1 with Regional Director (RD):
Within 60 days of passing of Special resolution file Form RD-1 with the RD along with the following attachments:
- Altered MoA and AoA
- Copy of Board Resolution authorizing the filing of an application
- EGM minutes along with attendance list
- Application for seeking conversion of Public Company into Private Company
- Copy of Dispatch of Application to ROC
- Copy of newspaper advertisement
- Copy of Challan and Form GNL-2
- List of Shareholders, Directors and Creditors
Following affidavits are required to be attached:
- Affidavit verifying application
- Affidavit for advertisement
- Affidavit for future liabilities
- Affidavit for nature of work
- Affidavit verifying list of creditors
- Affidavit for no pending litigation
- Affidavit for no resolution is to be filed under Section 179 (3)
- Affidavit for no deposit has been accepted by the Company in violation of the Act
- Affidavit for no non compliance of Section 73 to 76A, 177, 178, 185,186 and 188 of Act
- Affidavit for no outstanding liability with respect to income tax return
Step-7 Filing of Form INC-28 with ROC:
- Within 30 days of date of receipt of order of RD file Form INC-28 to ROC along with the copy of order of RD.
Step-8 Filing of Form INC-27 with ROC:
- Within 15 days of receipt of order from the Central Government an application for conversion of public company into private company are required to filed in Form INC-27 with ROC.
