Private Limited to Public Limited Conversion

Convert Private Limited Company to Public Limited in India
Unlock Public Capital & Listing Optionality

Outgrown the 200-member cap and ready to raise from the public? Convert your Private Limited Company into a Public Limited Company and open the door to IPOs, public issues, and free share transferability. Legal Terminus manages the entire conversion under Section 14 & 18 of the Companies Act, 2013 — special resolution, MOA & AOA alteration, MGT-14 and INC-27 filing — end to end on MCA21 V3. Our professional fee starts at ₹19,999 + GST. Government fees & stamp duty are billed separately at actuals.

Minimum 3 Directors Required

Minimum 7 Shareholders Required

Special Resolution + MGT-14 & INC-27

Free Share Transfer & No Member Cap

1,000+

Conversions & Registrations

100% Online

MCA21 V3 + DSC

7+

Years of Legal Expertise

CHOOSE YOUR PLAN

Convert your Private Limited Company into a Public Limited at pocket-friendly prices

BASIC

Elemental

₹29,999

₹19,999

+ Govt. fees & GST extra

Conversion eligibility & cap-table review
Board & EGM documentation (notice, agenda, minutes)
Special resolution drafting under Section 14
MOA & AOA alteration (remove private restrictions)
MGT-14 filing with the ROC
INC-27 conversion application filing
Fresh Certificate of Incorporation (new name)
DSC coordination for directors

★ MOST POPULAR

Enriched

₹44,999

₹29,999

+ Govt. fees & GST extra

Everything in Elemental
Inducting members to reach the 7-shareholder minimum
Appointing directors to reach the 3-director minimum
Updated share certificates & statutory registers
PAN / TAN & GST name-change updates
Bank & licence record updates to the new name
30-day post-conversion support

✦ 6-MONTH SERVICE

Supreme

₹66,999

₹44,999

+ Govt. fees & GST extra

Everything in Enriched
Annual ITR Filing — Company
Financial Statements Filing — AOC-4
Annual Return Filing — MGT-7
Director KYC (DIR-3 KYC) for all directors

✦ FULL-SERVICE 12-MONTH

Supreme Plus

₹96,999

₹64,999

+ Govt. fees & GST extra

Everything in Supreme
Statutory Registers Pack (Members, Directors, Charges)
First-year post-conversion ROC compliance calendar
Directors' Report Preparation
Minutes of Board & General Meetings (1st FY)
Audit Committee & governance setup advisory
DPT-3 & MSME-1 Filing (if applicable)
Pre-IPO readiness consultation
90-day priority CS / CA helpline

Indicative Government & Out-of-Pocket CostsBilled at Actuals

These are estimated government fees charged over and above our professional fee for the conversion. Actual amounts may vary by state, authorised capital, and how many directors / members need to be added.

Cost Head	Typical Range	Notes
MGT-14 Filing Fee	₹300 – ₹600	ROC fee to file the special resolution, by capital slab
INC-27 Filing Fee	₹300 – ₹600	Application for conversion of private company into public company
Stamp Duty on Altered MOA/AOA	₹500 – ₹5,000+	State + capital based, where applicable on the amended documents
Class 3 DSC (2-yr)	₹1,499 / person	Required for directors signing the conversion forms
DIN (per additional director)	₹500	If new directors are added to meet the 3-director minimum
Fresh Certificate of Incorporation	₹0	Issued by the ROC on approval with the new (public) name
Total Out-of-Pocket (typical)	₹4,000 – ₹15,000	Varies by state, capital, and number of new directors / members

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

Professional Fee Only: All quoted prices are exclusive of government fees, statutory levies, and out-of-pocket costs. The fee covers our professional services — eligibility review, board & EGM documentation, special resolution and MOA/AOA alteration drafting, and MGT-14 / INC-27 filing. Government costs are billed separately at actuals with prior approval.
Government Fees Payable Separately: ROC filing fees for MGT-14 and INC-27, and state stamp duty on the altered MOA/AOA (where applicable) are payable to MCA / state government and reimbursed at actuals.
DSC & DIN Charges: Class 3 Digital Signature Certificate (DSC) procurement is billed at ₹1,999 + 18% GST per person for directors signing the conversion forms. DIN for any newly appointed director is charged at ₹500 government fee each.
GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout. The GST component is eligible for input tax credit once your GSTIN is active.
Minimum Members & Directors: A Public Limited Company requires a minimum of 7 members and 3 directors under Section 3(1)(a) and Section 149 of the Companies Act, 2013. If your company falls short, inducting the additional members / directors is included only in the plan that specifies it; their DSC and DIN charges apply.
Special Resolution & Filing Timeline: The conversion requires a special resolution in a general meeting and alteration of the MOA & AOA under Section 14. Form MGT-14 must be filed within 30 days of the resolution and INC-27 thereafter. Timely approval of documents by the client is essential to meet these timelines.
New Name & Certificate: On conversion the word "Private" is removed from the name and a fresh Certificate of Incorporation is issued. The CIN changes accordingly; PAN, GST, bank, and licence records must then be updated to the new name (included only in the plan that specifies it).
Out-of-Scope Items: Sectoral approvals (RBI, SEBI, IRDAI), listing / IPO advisory, foreign director apostille / notarisation, registered office shifting, increase of authorised capital, and resolution of pre-existing disputes or dues are not included and quoted separately on request.
Supreme Plan fees cover compliance for the 1st Financial Year only. Subsequent years will be quoted separately.
Post-Conversion Compliance: A Public Limited Company has heavier compliance than a Private Limited — more board meetings, audit-committee thresholds, and event-based filings. We will remind you, but timely document and payment submission from the client is essential.

Private Limited to Public Limited Conversion by Legal Terminus

Legal Terminus Priority ⚖

Converting a Private Limited into a Public Limited is more than a name change — it's a special resolution, a full MOA/AOA rewrite to strip out the private restrictions, the 7-member / 3-director threshold, and MGT-14 + INC-27 filed in sequence. Priority is what happens when a senior expert owns the conversion file, front to back, with zero handoffs.

What you get

⚡72-hour SLA on the first MOA/AOA alteration draft — with the special resolution and explanatory statement ready for your EGM.
✅A senior expert reviews your cap table and confirms you meet the 7-member / 3-director minimum before filing.
🔄Real-time ROC status updates on mail and WhatsApp — MGT-14 and INC-27 tracked to approval.
📑Post-conversion kit: fresh COI, altered MOA & AOA, updated registers, and a compliance calendar.

Important Notes

You must reach the minimums first. A Public Limited Company needs at least 7 members and 3 directors. If your Private Limited has fewer, the conversion can only complete once new members / directors are inducted — we structure this cleanly.
The articles must be rewritten. The three defining private restrictions — capped membership, restricted share transfer, and the bar on inviting the public — are removed from the AOA by special resolution. The MOA name clause is altered to drop "Private".
Filing order and timing matter. MGT-14 (special resolution) must be filed within 30 days, followed by INC-27. A mismatch or delay between the two is the most common cause of ROC queries — we sequence them correctly.
Compliance steps up after conversion. A Public Limited has more board meetings, audit-committee thresholds, and event-based filings. We hand over a calendar so the heavier governance is planned, not a surprise.

Consult a Legal Expert

Why Convert a Private Limited Company into a Public Limited Company

A Private Limited Company is built for a closely held group — it caps membership at 200, restricts share transfers through its articles, and is barred from inviting the public to subscribe to its shares. That works beautifully until you need to raise real capital. A Public Limited Company removes all three limits: there is no upper ceiling on members, shares are freely transferable under Section 58, and the company can raise money from the public through a public issue, rights issue, or — eventually — an IPO on the NSE / BSE.

Converting does not start a new company. Under Section 14 and Section 18 of the Companies Act, 2013, your existing company passes a special resolution, alters its MOA and AOA to drop the private restrictions, and files MGT-14 and INC-27 with the ROC. The company must have at least 7 members and 3 directors at the time of conversion. On approval, the word "Private" is removed from the name and a fresh Certificate of Incorporation is issued — the same business, the same history, now structured for public capital and listing optionality.

Private Limited vs Public Limited: What Changes on Conversion

Conversion is a deliberate trade — you take on heavier governance in exchange for unrestricted membership, freely transferable shares, and access to public capital. Here is exactly what shifts when a Private Limited becomes a Public Limited Company.

Parameter	Private Limited (Before)	Public Limited (After)
Minimum Members	2	7
Minimum Directors	2	3
Maximum Members	200	No limit
Share Transfer	Restricted by AOA	Freely transferable (Sec 58)
Public Fundraising	Prohibited	IPO / FPO / rights / public issue
Name Ending	"Private Limited"	"Limited"
Compliance Load	Lighter	Heavier (more meetings, disclosures)

Types of Public Limited Company You Can Convert Into

01

Unlisted Public Company

The default destination of a Pvt-to-Public conversion. You gain the 7-member / 3-director public structure, unrestricted membership, and freely transferable shares — without the SEBI overlay. Most companies convert to this first and raise via private placement before any listing.

02

Listed Public Company

The end-goal for IPO-bound businesses — shares trade on the NSE / BSE. Converting to a Public Limited is the mandatory first step; listing follows later once SEBI eligibility thresholds are met. You cannot list a Private Limited directly, which is why conversion comes first.

03

Holding Public Company

Convert when your company sits at the top of a group and controls one or more subsidiaries. A public holding structure supports consolidated financials, cleaner related-party disclosure under Section 188, and the ability to raise capital at the parent level for the whole group.

04

Foreign-Owned Public Company

Where a foreign body corporate holds a significant stake, conversion to a Public Limited eases larger FDI inflows and institutional participation. The entity stays 'Indian' for the Companies Act but attracts FEMA / RBI FC-GPR reporting — which we factor into the conversion plan.

05

Pre-IPO / Investor-Ready Company

Converting ahead of a funding round signals scale to VCs, PE funds, and institutional lenders. Free share transferability and no member cap make priced rounds, ESOP pools, and preferential allotments far cleaner than they ever are inside a Private Limited.

06

Deemed / Subsidiary Public Company

A private company that is a subsidiary of a public company is treated as a public company under Section 2(71). Formally converting aligns your legal status with how the law already views you and removes the ambiguity around the private restrictions in your articles.

Benefits of Converting a Private Limited into a Public Limited Company

Conversion isn't cosmetic. It removes the structural ceilings of a Private Limited and rewires the company for public capital, free share movement, and institutional credibility — the moment you start raising at scale.

Raise Capital from the Public

Only a Public Limited Company can run an IPO, FPO, rights issue, or QIP. Conversion unlocks public fundraising and far wider private placement — capital routes that are simply closed to a Private Limited Company.

No Cap on Membership

A Private Limited is locked at a maximum of 200 members. A Public Limited has no upper limit, so you can onboard as many shareholders and investors as the business needs without hitting a statutory ceiling.

Free Transferability of Shares

After conversion, shares become freely transferable by default under Section 58 — the restrictive transfer clauses in the private AOA are removed. Investors value the liquidity, and exits become far simpler.

Stronger Institutional Credibility

Banks lend more, vendors extend longer credit, and large enterprise and global customers onboard faster with a Public Limited counterparty. The structure itself signals scale and governance maturity.

Business Continuity

Conversion is not a fresh incorporation. The same entity continues with its history, PAN, contracts, and assets intact — only the structure and name change. There is no transfer of business or break in operations.

Listing Optionality

Going from Private Limited to listed is a two-step path (Pvt Ltd → Public Ltd → IPO). Converting now completes the first step, so when you decide to list you are months — and lakhs in conversion cost — ahead.

Steps to Convert a Private Limited into a Public Limited Company

From your first call to the fresh Certificate of Incorporation — here's exactly what happens, step by step.

1

Eligibility & Cap-Table ReviewDay 0

60-min call with our expert to confirm you meet — or can meet — the public-company minimums: at least 7 members and 3 directors. We review the current shareholding, the AOA restrictions to be removed, authorised capital, and map the conversion plan end to end.

2

Board Meeting & Notice of EGMDay 1–3

We prepare the board resolution approving the conversion and fixing the date for the Extraordinary General Meeting (EGM). The EGM notice, explanatory statement under Section 102, and the proposed altered MOA & AOA are drafted and circulated to members.

3

Special Resolution at EGMDay 7–10

Members pass a special resolution (75% majority) under Section 14 to convert the company into a Public Limited Company — altering the MOA name clause (removing 'Private') and the AOA to delete the restrictions on membership, share transfer, and public invitation.

4

Inducting Members / Directors (if needed)Day 7–12

If the company has fewer than 7 members or 3 directors, we onboard the additional members and appoint the required directors (with DSC and DIN) so the statutory minimum is met before the conversion is filed.

5

MGT-14 FilingDay 10–15

Form MGT-14 is filed with the ROC within 30 days of the special resolution, attaching the certified resolution, the explanatory statement, and the altered MOA & AOA. This records the resolution on the MCA register.

6

INC-27 Conversion ApplicationDay 15–20

Form INC-27 — the application for conversion of a private company into a public company — is filed with the ROC along with the minutes of the EGM, the list of members and directors, and the amended charter documents.

7

ROC Scrutiny & ClarificationsDay 20–30

The Registrar reviews MGT-14 and INC-27. If a deficiency is raised (typically MOA/AOA wording or member-count proof), we file a re-submission promptly so the application stays on track.

8

Fresh Certificate of IncorporationDay 30–45

On approval, the ROC issues a fresh Certificate of Incorporation in the new name with 'Limited' (dropping 'Private'). The CIN is updated and the company is now a Public Limited Company.

9

Post-Conversion UpdatesDay 45–60

We update PAN, TAN, GST, bank records, and licences to the new name, issue revised share certificates, refresh the statutory registers, and hand over a post-conversion compliance calendar covering the heavier public-company governance.

Documents Required to Convert a Private Limited into a Public Limited Company

Get these ready and we'll take care of the MGT-14 + INC-27 filing

Director / Member Documents

For each director & member (min 3 + 7)

Director & Member Identity

Mandatory for all directors & members (min 3 + 7)

Self-attested PAN card (mandatory)
Self-attested Aadhaar
Passport as ID for foreign nationals / NRI: notarized + apostilled copy

Address Proof (Per Person)

Not older than 60 days from filing date

Self-attested bank statement OR gas bill OR mobile bill — not older than 60 days

DSC, DIN & Photographs

For directors signing the conversion forms

Class 3 DSC for directors signing MGT-14 / INC-27
DIN of existing directors; fresh DIN for any new director
Latest passport-size photograph of each director / new member

Company & Conversion Documents

Resolutions, altered charter & office proof

Company Constitution Documents

Existing company records

Certificate of Incorporation of the Private Limited Company
Current Memorandum & Articles of Association (MOA & AOA)
CIN and copies of recent AOC-4 & MGT-7 filings

Resolutions & Meeting Records

Core conversion documentation

Board resolution approving the conversion & fixing the EGM
Special resolution passed at the EGM (Section 14)
Notice of EGM with explanatory statement under Section 102

Altered Charter & Member List

Filed with MGT-14 / INC-27

Altered MOA (name clause) & AOA (restrictions removed)
Updated list of members and directors meeting the 7 / 3 minimum
Latest audited financial statements, if required by the ROC

Registered Office Proof

Latest utility bill (not older than 2 months)

Electricity / water / gas bill of the registered office
NOC from owner + rent agreement, if the premises are rented

Private to Public Limited Conversion — FAQs

Find answers to common questions about converting a Private Limited Company into a Public Limited Company in India.

Yes. Under Section 14 and Section 18 of the Companies Act, 2013, a Private Limited Company can be converted into a Public Limited Company by passing a special resolution, altering its MOA and AOA, and filing Form MGT-14 and Form INC-27 with the ROC. It is a conversion of the same entity — not a fresh incorporation.

A Public Limited Company needs a minimum of 7 members (shareholders) and 3 directors, with no upper limit on members. If your Private Limited has fewer, you must induct additional members and appoint directors to meet this minimum before the conversion can be completed.

Two key forms:
(1) MGT-14 — to record the special resolution, filed within 30 days of the EGM.
(2) INC-27 — the application for conversion of a private company into a public company.
Both are filed with the ROC along with the altered MOA & AOA and the meeting records.

The articles are rewritten to remove the three defining features of a private company under Section 2(68):

The cap of 200 members
The restriction on transfer of shares
The prohibition on inviting the public to subscribe

The MOA name clause is also altered to remove the word "Private".

Yes. On conversion the word 'Private' is dropped, so the name ends with 'Limited' instead of 'Private Limited'. The ROC issues a fresh Certificate of Incorporation and the CIN is updated. PAN, GST, bank, and licence records must then be updated to the new name.

Typically 30 to 45 working days, depending on document readiness, how quickly the EGM is held, and ROC processing. Adding members or directors to meet the minimum, and any ROC clarifications, are the most common factors that affect the timeline.

No. The earlier ₹5 lakh minimum paid-up capital requirement for public companies was removed by the Companies (Amendment) Act, 2015. You can convert with any authorised capital, though stamp duty on the altered MOA/AOA may vary by state and capital.

Yes. Conversion does not create a new company or transfer the business — the same legal entity continues with its history, PAN, contracts, assets, and liabilities intact. Only the structure, articles, and name change.

A Public Limited has heavier compliance than a Private Limited — a minimum of four board meetings a year, audit-committee and other governance thresholds (e.g., based on paid-up capital), and additional event-based filings. If the company later lists, SEBI (LODR) obligations such as quarterly results apply on top.

Legal Terminus handles the complete conversion, including:

Eligibility review, board & EGM documentation, and the special resolution
MOA & AOA alteration and MGT-14 / INC-27 filing
End-to-end coordination until the fresh Certificate of Incorporation

We also update PAN, GST, bank, and licence records and set up your post-conversion compliance calendar.

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