Do you want to change your limited company to private limited company?
There are many companies looking for such conversion. The main reasons are the relaxations available to a private company. However there are some legal bindings related to the conversion of a public limited into a private limited. This post presents guidelines for those limited companies who want to change their status.
The Companies Act 2013 (Section 13 and 14) deals with the rules for conversion of a limited company to a private limited company. Hence, a company needs to pass a special resolution in a general meeting. A detailed step-by-step procedure for changing your limited co. to a pvt. Ltd. company.
Procedure to Change a Limited Company to a Pvt Ltd
Here are the steps to alter the legal status of the company.
- Board Meeting – First of all, call a board meeting to place the conversion proposal. Pass a resolution to decide time and venue of the general meeting.
- Notice of General Board Meeting – Give a notice of 21 days to the members of the board for the general meeting.
- Convention of the General Meeting – Pass a special resolution for approval to change the legal status of the company into private limited.
- File E-Form MGT14 – If the members approve the proposal after meeting, then file the MGT14 form with the Registrar of the Companies. This e-form should be filed within 30 days from the date of passing the special resolution.
- Filing E-form INC27 – Once you get an approval to your application of MGT14 form, file the form INC27. This form should be filed within 15 days from the date of approval of the form MGT14.
If ROC justifies your application for conversion, a fresh certificate of incorporation will be issued to you. To ensure that your application gets approved, be precise with the documentation part.
Documents Required for Converting Ltd Company to Private Limited
Following e-forms need to be filed along with the necessary supporting documents.
MGT14 form should be submitted to the ROC along with the following documents:
- A notice calling EGM
- A certified true copy of the special resolution passed in the meeting
- Altered Memorandum of Association
- Altered Articles of Association
INC27 form should be submitted along with the following enclosures:
- Printed copy of the changed Articles of Association
- Minutes of the Meeting in which approval to the proposal for conversion was given
- Any other optional enclosure
With the conversion of the limited to a private limited company, some updates are inevitable. You should adopt a new set of articles of association.
Immediately after the approval of the new status by ROC, certain formalities are required. You should get a new PAN number. Also, the stationery including letterhead should be changed accordingly. Printed copies of the new Memorandum and Articles of Association should be obtained.
It is also significant to inform concerned authorities like the bank, Excise, and Sales tax regarding the change of legal status of your company. This will save you from unnecessary hassles in future.
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