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Conversion of Private Limited Company to Public Limited

Conversion of Private Limited Company to Public Limited Company is the legal process that lets your business raise funds from the public, list on a stock exchange, and remove the 200-shareholder cap. Tax Robo handles the complete conversion — board resolution, MOA/AOA amendment, and ROC filing — with expert CA support.

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Understanding the Structure

What is a Conversion of Private Limited Company ?

Conversion of a Private Limited Company to a Public Limited Company is the legal process of changing a company’s status under the Companies Act 2013. It is done when a company wants to raise funds from the public, list on a stock exchange, or scale beyond the 200-shareholder limit. The process involves amending the MOA and AOA, increasing directors to at least 3 and shareholders to at least 7, and filing the required forms with the Registrar of Companies — handled end to end by Tax Robo.

✔Minimum 7 shareholders required after conversion
✔ Minimum 3 directors required after conversion
✔ No break in business continuity during conversion
✔ Existing contracts, licences, and registrations remain valid

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Key Benefits

Why Convert your Private Limited Company ?

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Raise funds from the public

A Public Limited Company can issue shares to the public and raise large capital through IPO or FPO — not possible for a Private Limited Company.

Stock exchange listing

Only a Public Limited Company can list on BSE or NSE. Conversion unlocks the ability to apply for an IPO and gain national investor visibility.

No shareholder limit

Private Limited Companies are capped at 200 shareholders. Conversion removes this limit — allowing unlimited shareholders and wider ownership.

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Eligibility

Minimum Requirements for Conversion

Before starting the conversion of Private Limited Company to Public Limited, make sure your company meets these basic requirements.

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Shareholders

Minimum 7 shareholders required after conversion to Public Limited. Private Limited Companies with fewer shareholders must onboard new ones first.

Special Resolution

Shareholders must pass a special resolution approving the conversion at a general meeting, with at least 75% of votes in favour.

Directors

Minimum 3 directors required after conversion — up from 2 for a Private Limited Company. At least one director must be a resident of India.

Amend MOA & AOA

The Memorandum and Articles of Association must be amended to remove Private Limited restrictions before filing with the Registrar of Companies.

How It Works

Simple Process — Conversion of Private Limited Company

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Get Your Conversion of Private Limited Company
in 3 Simple Steps

Board Resolution & MOA/AOA

Step 1

We draft the board resolution approving the conversion, amend the MOA and AOA to remove Private Limited restrictions, and prepare all documents.

File Form MGT-14 & INC-27 with ROC

Step 2

We file Form MGT-14 (special resolution) and Form INC-27 (conversion application) with the Registrar of Companies along with amended MOA and AOA.

Receive New Certificate

Step 3

ROC issues a new Certificate of Incorporation confirming conversion to Public Limited Company. We update all registrations — GST, PAN, bank account.

* Note: Typical timeline: 20–30 working days from document submission.

Pricing Plans

Simple & Transparent Pricing

All plans include CA expert support and MCA filing. No hidden charges. Prices exclude GST.

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Documents Checklist

Documents Required for Conversion

NOTE :
Keep these documents ready before starting. All documents can be submitted online — no physical visit required.

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Company Documents

• Certificate of Incorporation (existing)
• Latest MOA and AOA
• PAN Card of the company

Director Details

• PAN and Aadhaar of all directors
• PAN and Aadhaar of all shareholders (min. 7)
• DIN of all directors

Board Approval

• Board resolution approving conversion
• Special resolution passed by shareholders
• Minutes of the general meeting

Financial Documents

• Latest audited financial statements
• Latest annual return (Form MGT-7)
• Statement of assets and liabilities

Why Section 8?

Advantages of Converting to Public Limited

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Access to public capital

A Public Limited Company can raise funds from the public through an IPO or FPO, giving access to capital far beyond what private funding allows.

Stock exchange listing

Conversion opens the path to listing on BSE or NSE, giving your company national visibility and access to a much wider investor base.

No shareholder cap

Private Limited Companies are capped at 200 shareholders. A Public Limited Company can have unlimited shareholders and wider ownership.

Easier share transferability

Shares of a Public Limited Company are more freely transferable than a Private Limited Company, making it easier to attract investors.

Enhanced credibility

Public Limited status signals scale and transparency to banks, investors, and large clients — often improving access to institutional credit.

Continuity preserved

Conversion does not disrupt operations. Existing contracts, licences, and registrations remain valid throughout the conversion process.

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Stay Compliant

Annual Compliance — After Conversion to Public Limited

A Public Limited Company has stricter compliance obligations under the Companies Act 2013. Tax Robo handles all filings for you after conversion.

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Due Date: Within 60 days of AGM
Every Public Limited Company must file Form MGT-7 (annual return) with the Registrar of Companies every year. Late filing attracts a daily penalty.

Due Date: Within 30 days of AGM
Form AOC-4 (balance sheet and profit & loss statement) must be filed with ROC every year, along with a statutory audit by a Chartered Accountant.

Due Date: Within 6 months of financial year end
A Public Limited Company must hold its AGM every year. Financial statements must be approved by shareholders at the AGM before ROC filing.

Due Date: At least 4 per year
A Public Limited Company must hold a minimum of 4 board meetings each year, with a gap of not more than 120 days between two meetings.

Due Date: 31st October every year
Public Limited Companies file ITR-6 annually at https://www.incometax.gov.in . A tax audit is mandatory above the prescribed turnover.

Due Date: Monthly or Quarterly
If registered under GST, GSTR-1 and GSTR-3B must be filed monthly or quarterly at https://www.gst.gov.in .

LetTax Robomanage your annual compliance after conversion — so you can focus on growth and fundraising.

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Common Questions

Frequently Asked Questions — Conversion of Private Limited Company

Find answers to frequently asked questions about Conversion Of Private Limited Company

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Conversion of a Private Limited Company to a Public Limited Company is the legal process of changing a company’s status under the Companies Act 2013. This involves passing a special resolution, amending the MOA and AOA, increasing the minimum directors to 3 and shareholders to 7, and filing Forms MGT-14 and INC-27 with the Registrar of Companies. The conversion of Private Limited Company to Public Limited does not affect existing contracts, licences, or registrations — the company retains its legal identity throughout.

To convert a Private Limited Company to a Public Limited Company, you need a minimum of 7 shareholders (up from 2), a minimum of 3 directors (up from 2), a special resolution passed by shareholders with at least 75% approval, and amended MOA and AOA removing Private Limited restrictions. The company must also file Form MGT-14 and Form INC-27 with the Registrar of Companies to complete the conversion.

The two key forms required are Form MGT-14 (filing the special resolution passed by shareholders approving the conversion) and Form INC-27 (the actual application for conversion of status, filed with supporting documents including amended MOA, AOA, and board resolution). Both forms are filed with the Registrar of Companies through the MCA portal. Tax Robo prepares and files both forms on your behalf.

The conversion of a Private Limited Company to a Public Limited Company typically takes 20–30 working days from document submission. This includes board resolution and MOA/AOA amendment (3–5 days), filing Form MGT-14 and INC-27 with ROC (5–7 days), and ROC processing and issuance of new Certificate of Incorporation (10–15 days). Tax Robo manages the entire timeline for you.

The main reasons to convert a Private Limited Company to Public Limited include the ability to raise funds from the public through an IPO or FPO, the ability to list shares on BSE or NSE, removing the 200-shareholder cap, and accessing a much larger investor base with enhanced business credibility. Conversion is recommended when your company is ready to scale significantly and needs public capital to fund growth.

No. Conversion of a Private Limited Company to a Public Limited Company does not affect existing contracts, licences, GST registration, bank accounts, or business relationships. The company retains its CIN with a minor modification, and all prior obligations remain legally valid. However, GST, PAN, and bank account records must be updated to reflect the new company name and status. Tax Robo handles all post-conversion updates for you.

Most Private Limited Companies can convert to Public Limited, provided they can meet the minimum requirements — at least 7 shareholders, 3 directors, and shareholder approval through a special resolution. There is no restriction based on turnover or sector for standard conversion. However, if the company plans to list on a stock exchange (IPO), it must additionally meet SEBI’s eligibility criteria for public listing, which Tax Robo can advise on separately.

A Private Limited Company restricts share transfers, caps shareholders at 200, and cannot invite the public to subscribe to shares. A Public Limited Company allows free transfer of shares, has no shareholder limit, and can raise capital from the public through an IPO or FPO, with the option to list on a stock exchange like BSE or NSE. Public Limited Companies also have stricter compliance requirements, including quarterly board meetings

After conversion, a Public Limited Company must hold at least 4 board meetings a year, hold an Annual General Meeting within 6 months of the financial year end, file Form AOC-4 and Form MGT-7 with the Registrar of Companies annually, and file ITR-6 with the Income Tax Department at https://www.incometax.gov.in . A statutory audit by a Chartered Accountant is mandatory every year regardless of turnover.

Yes. While the standard conversion package covers ROC filings and company law compliance, Tax Robo’s Prime plan includes SEBI Pre-IPO Advisory to guide you through the additional requirements for listing on a stock exchange, including eligibility criteria and pre-IPO documentation. See https://www.sebi.gov.in  for SEBI’s public listing guidelines.

Still have questions? Our experts are here to help you choose the right service for your business.

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Ready to Convert your Private Limited Company ?

Talk to one of our CAs today — free consultation, no obligations. We will guide you through the entire conversion of Private Limited Company to Public Limited.

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