No longer raising from the public and want a leaner, closely held structure? Convert your Public Limited Company into a Private Limited Company to cut the heavier public-company compliance, cap membership, and restrict share transfers. Legal Terminus manages the entire conversion under Section 14 & 18 of the Companies Act, 2013 — special resolution, MOA & AOA alteration, MGT-14, the Regional Director application (Form RD-1), newspaper advertisement, and INC-28 — end to end on MCA21 V3. Our professional fee starts at ₹14,999 + GST. Government fees, advertisement & stamp duty are billed separately at actuals.
Conversions handled
RD-1 + INC-28 + Records Update
Years of Compliance Expertise
Convert your Public Limited Company into a Private Limited at pocket-friendly prices
A public-to-private conversion needs Regional Director approval and a mandatory newspaper notice, so it carries more out-of-pocket cost than an internal change. The MCA fees, RD-1 fee, advertisement, stamp duty, and DSC are over and above our professional fee — billed at actuals per the official MCA schedule and applicable state stamp law.
| Cost Head | Typical Range | Notes |
|---|---|---|
| MGT-14 Filing Fee | ₹300 – ₹600 | ROC fee to file the special resolution, by capital slab |
| Form RD-1 Application Fee | ₹2,000 (approx) | Application to the Regional Director for conversion approval |
| Newspaper Advertisement (INC-25A) | ₹3,000 – ₹10,000 | Notice in one English + one vernacular newspaper inviting objections |
| INC-28 + INC-27 Filing | ₹300 – ₹600 | Filing the RD order and the conversion application with the ROC |
| 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 |
| Total Out-of-Pocket (typical) | ₹8,000 – ₹20,000 | Varies by state, capital & advertisement charges — billed at actuals |
By subscribing to the above plans, you agree to abide by our following additional terms and conditions
Converting a Public Limited into a Private Limited is a Regional Director–approved process, not an internal resolution — a special resolution, an MOA/AOA rewrite to add the private restrictions, a newspaper notice, creditor and regulator intimation, and the RD-1 application all have to line up before INC-28 closes it out. Priority is what happens when a specialist owns the conversion file, front to back, with zero handoffs.
A Public Limited Company is built for raising capital from the public and for scale — but that comes with the heaviest compliance regime under the Companies Act: at least 7 members and 3 directors, more board meetings, broader disclosures, and audit-committee and other governance thresholds. For a business that is now closely held and no longer raising from the public, all of that is cost without benefit. Converting to a Private Limited Company strips it back — a tighter, owner-controlled structure with restricted share transfers, a capped membership, and far lighter compliance.
The conversion is done under Section 14 read with Section 18 of the Companies Act, 2013. The company passes a special resolution, alters its MOA and AOA to add the private-company restrictions, and applies to the Regional Director for approval (Form RD-1) — with a newspaper notice (Form INC-25A) and individual intimation to creditors, the ROC, and the RD. On approval, the order is filed in INC-28, the word "Private" is added to the name, and a fresh Certificate of Incorporation is issued — the same business, now leaner and closely held.
Conversion trades public-capital access for a leaner, owner-controlled structure. Here is what shifts when a Public Limited becomes a Private Limited Company:
| Parameter | Public Limited (Before) | Private Limited (After) |
|---|---|---|
| Minimum Members | 7 | 2 |
| Minimum Directors | 3 | 2 |
| Maximum Members | No limit | 200 |
| Share Transfer | Freely transferable | Restricted by AOA |
| Public Fundraising | IPO / FPO / public issue | Not permitted |
| Name Ending | "Limited" | "Private Limited" |
| Compliance Load | Heavier (more meetings & disclosures) | Lighter |
A Public Limited Company is converted into a Private Limited Company under Section 14 read with Section 18 of the Companies Act, 2013. A special resolution alters the MOA and AOA, MGT-14 is filed, and an application is made to the Regional Director in Form RD-1. On the RD's approval, the order is filed in INC-28 and a fresh Certificate of Incorporation is issued.
The AOA is rewritten to add the three defining features of a private company under Section 2(68) — a cap of 200 members, a restriction on the transfer of shares, and a prohibition on inviting the public to subscribe. The MOA name clause is altered to add the word 'Private', and the company must satisfy the minimum of 2 directors and 2 members.
Conversion requires the Regional Director's approval, a public notice in Form INC-25A published in an English and a vernacular newspaper, and individual intimation to creditors, the ROC, and the RD inviting objections. These safeguards must be cleared before the conversion order is granted and INC-28 is filed.
For a closely held business that no longer raises from the public, converting removes the heaviest public-company obligations while keeping limited liability and the company's identity intact.
A private company has materially fewer obligations than a public one — fewer mandatory board meetings, no requirement for the public-company governance machinery, and lighter disclosure. For a closely held business, that is a direct saving in time and professional cost every year.
Restricting share transfers and capping membership at 200 keeps ownership inside a known group. Decisions stay with the founders and core shareholders rather than a wide, dispersed public shareholder base — ideal once external fundraising is no longer the goal.
The private-company articles restrict the transfer of shares, so no outsider can acquire a stake without the board's or shareholders' consent. This protects the closely held nature of the business and prevents unwanted changes in the cap table.
A private company needs only 2 directors and 2 members, against 3 directors and 7 members for a public company. Conversion lets a smaller, closely held group run the business without padding the board or shareholder register to meet public-company minimums.
Between fewer meetings, lighter filings, and simpler governance, the annual cost of maintaining a private company is meaningfully lower than a public one — while limited liability and perpetual succession continue exactly as before.
Conversion is not a fresh incorporation. The same legal entity continues with its history, PAN, contracts, assets, and liabilities intact — only the structure, articles, and name change. There is no transfer of business or break in operations.
Six steps from eligibility review to a fresh Certificate of Incorporation — the special resolution, Regional Director approval, and records migration handled together.
We confirm the company can satisfy the private-company conditions — at least 2 directors and 2 members, a maximum of 200 members, and the restrictions to be added to the articles. We map the existing shareholding and plan the conversion under Section 14 / 18.
We prepare the board resolution approving the conversion and fixing the date for the Extraordinary General Meeting (EGM). The EGM notice, the explanatory statement under Section 102, and the proposed altered MOA & AOA are drafted and circulated to members.
Members pass a special resolution (75% majority) to convert the company into a Private Limited Company — altering the MOA name clause (adding 'Private') and the AOA to add the membership cap, share-transfer restriction, and public-invitation bar. Form MGT-14 is filed with the ROC within 30 days.
An application is filed with the Regional Director in Form RD-1. A public notice in Form INC-25A is advertised in an English and a vernacular newspaper, and individual notice is served on creditors, the ROC, and the RD inviting objections within the statutory window.
The Regional Director reviews the application and any objections raised by creditors or regulators. We respond to queries and represent the application. On being satisfied, the RD passes an order approving the conversion.
The RD's order is filed with the ROC in Form INC-28. The ROC issues a fresh Certificate of Incorporation in the new name (with 'Private Limited') and the CIN is updated. We then update PAN, TAN, GST, bank records, and licences, refresh the registers, and set up the leaner private-company compliance calendar.
Get these ready and we'll take care of the MGT-14 + RD-1 + INC-28 filing
For each director & member (min 2 + 2)
Resolutions, RD application & office proof
Everything you need to know about converting your Public Limited Company into a Private Limited Company
Yes. Under Section 14 read with Section 18 of the Companies Act, 2013, a Public Limited Company can be converted into a Private Limited Company by passing a special resolution, altering its MOA and AOA, and obtaining the approval of the Regional Director. It is a conversion of the same entity — not a fresh incorporation.
Yes. Since the relevant power rests with the Central Government, the conversion of a public company into a private company requires approval of the Regional Director on Form RD-1. The special resolution alone does not complete the conversion — the RD's order is mandatory.
A Private Limited Company needs a minimum of 2 members and 2 directors, with a maximum of 200 members. If your Public Limited Company has more directors or a wide member base, the structure is rationalised to fit the private-company requirements as part of the conversion.
The key filings are: MGT-14 (to record the special resolution, within 30 days), RD-1 (application to the Regional Director), INC-25A (newspaper advertisement / public notice), and INC-28 (to file the RD's approval order with the ROC). The ROC then issues a fresh Certificate of Incorporation.
The articles are altered to add the three defining features of a private company under Section 2(68) — a cap of 200 members, a restriction on the transfer of shares, and a prohibition on inviting the public to subscribe. The MOA name clause is altered to add the word 'Private'.
The conversion process requires a public notice in Form INC-25A in an English and a vernacular newspaper, and individual intimation to creditors, the ROC, and the Regional Director, inviting objections. This protects creditors and stakeholders before the RD approves the conversion.
Yes. On conversion the word 'Private' is added, so the name ends with '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.
Because it involves Regional Director approval and an objection window, conversion typically takes around 45 to 75 working days, depending on the RD's processing, document readiness, and whether any objections are raised by creditors or regulators.
Yes. Conversion does not create a new company — the same legal entity continues with its history, PAN, contracts, assets, and liabilities intact. Only the structure, articles, and name change, so operations carry on seamlessly.
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