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conversion of Public Company into Private Company

Step 1 : Board Meeting

Hold Board Meeting to take approval of Board of Directors for conversion of existing Public Company into Private Company by altering Articles of Association of the Company subject to approval of Central Government.

Decide the day, date and time for the General Meeting to pass Special Resolution for the approval of Shareholders.

Step 2 : Notice of General Meeting

Send notice to all the Shareholders with an explanatory statement annexed to it at least 21 days before the General Meeting.

Step 3 : General Meeting

Hold General Meeting on due date and pass Special Resolution to get approval of the Shareholders for the conversion along with amendment in Articles of Association.

Step 4 : Adoption of Altered Memorandum  and Articles of Association.

Alter Memorandum of Association and Articles of Association of the Company by passing a Special resolution.

Step 5 : Intimation to Registrar of Companies

File form MGT-14 (for tutorial of form click here) with the concerned registrar of Companies within 30 days of passing of special resolution in the General Meeting with following attachments-

Ø  Altered Memorandum of Association

Ø  Altered Articles of Association

Ø  Certified copy of Special Resolution

Ø  Notice of General Meeting with a copy of explanatory statement.


Step 6 : Publish the Notice in NewsPaper

Publish the notice in newspaper in two widely circulated dailies of the State where the Registered Office of the Company is situated.

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Step 7 : No Objection Letter

Get a no objection letter from major unsecured creditors and all secured creditors.

Step 8 : Application for Conversion

File form INC 27 (for tutorial of form click here) with the concerned Registrar of Companies with the following attachments-

Ø  Notice of General Meeting

Ø  Minutes of General Meeting

Ø  Copy of newspaper advertisement

Ø  Altered Memorandum of Association and Article of Association

Ø  No objection letter from all Creditors

Step 9 : Scrutiny by Registrar

After satisfying itself with presented documents, Registrar shall close formal registration and issue fresh certificate of Incorporation.

Step 10 : Post Conversion Formalities

Ø  Intimate the concerned authorities.

Ø  Arrange new PAN of the Company, update Company Bank Account details.

Ø  Arrange a new stationary with a new company name.


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