Cardiff Services

Private Limited to Public Company

Private Limited to Public Company Conversion – Overview

A Private Limited Company is ideal for closely-held businesses with limited shareholders, but it comes with restrictions on share transfers, fundraising, and ownership structure. As businesses grow, many promoters look to unlock wider opportunities for raising capital and expanding ownership. Converting into a Public Limited Company removes these restrictions and allows the business to invite public investment, list shares on stock exchanges, and enhance corporate credibility.

This conversion is governed under the Companies Act, 2013 and requires approval of shareholders, alteration of Memorandum & Articles of Association, and filings with the Registrar of Companies (ROC). Unlike a Private Limited Company, a Public Company must have at least 3 directors and 7 shareholders.

At Cardiff Services, we guide businesses through the entire compliance journey — from drafting resolutions, amending constitutional documents, and filing with ROC, to ensuring post-conversion compliance — enabling a seamless transition from Private Limited to Public Company in full legal conformity.

Key Features of Private Limited to Public Company Conversion

  • Wider Ownership – Minimum 7 shareholders and 3 directors required; no maximum cap on shareholders.

  • Fundraising Opportunities – Eligible to raise capital from the public through issue of shares and debentures.

  • Listing Potential – Can list shares on stock exchanges (subject to SEBI regulations) to access capital markets.

  • Enhanced Credibility – Greater recognition with investors, lenders, and stakeholders.

  • Transferability of Shares – Unlike a Private Limited, shares of a Public Company are freely transferable.

  • Stricter Compliance – Subject to detailed disclosure, governance, and reporting requirements under the Companies Act, 2013.

  • Perpetual Succession – Independent legal entity ensuring continuity despite changes in ownership.

  • Scalability – Ideal for businesses looking to expand nationally or internationally with strong governance structures.

Documents Required for Private Limited to Public Company Conversion

  1. Corporate Documents

    • Certificate of Incorporation of the Private Limited Company

    • Memorandum of Association (MOA) & Articles of Association (AOA)

    • Board Resolution approving conversion

    • Notice of Extraordinary General Meeting (EGM) with explanatory statement

    • Certified copy of Special Resolution passed by shareholders

  2. Statutory Filings

    • Form MGT-7 (latest Annual Return)

    • Form AOC-4 (latest Financial Statements)

    • Form MGT-14 (filing of shareholder resolutions with ROC)

    • Form INC-27 (application for conversion of Private Limited into Public Company)

  3. Details of Directors & Shareholders

    • PAN & Aadhaar of all directors and shareholders

    • Identity proof (Passport/Voter ID/Driving License)

    • Address proof (utility bill or bank statement not older than 2 months)

    • Passport-size photographs of directors

  4. Business Address Proof

    • Electricity/telephone bill of the registered office

    • Rent Agreement/Lease Deed (if rented)

    • No Objection Certificate (NOC) from the property owner

  5. Other Declarations

    • Consent letters of directors (Form DIR-2)

    • Declaration by directors in Form DIR-8 (non-disqualification)

    • Updated Register of Members and Register of Directors

Step-by-Step Procedure for Private Limited to Public Company Conversion

  1. Board Meeting

    1. Convene a Board Meeting to approve the proposal for conversion.

    2. Approve draft notice for Extraordinary General Meeting (EGM).

    3. Authorize directors to file forms with the Registrar of Companies (ROC).

  2. Extraordinary General Meeting (EGM)

    1. Issue notice of EGM with explanatory statement under Section 102 of the Companies Act.

    2. Conduct EGM and pass a Special Resolution for conversion of Private Limited into Public Company.

    3. Approve alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) to remove “Private” restrictions.

  3. Filing with ROC

    1. File Form MGT-14 with ROC within 30 days of passing the Special Resolution.

    2. File Form INC-27 (application for conversion) with attachments:

      1. Altered MOA & AOA

      2. Copy of Special Resolution

      3. Minutes of EGM

      4. Board Resolution

      5. List of members & directors

  4. ROC Scrutiny & Approval

    1. ROC verifies all documents and forms.

    2. If found satisfactory, issues a fresh Certificate of Incorporation as a Public Company.

  5. Post-Conversion Compliance

    1. Update statutory records, PAN, GST, and bank accounts in the name of the Public Company.

    2. Revise stationery (letterheads, invoices, signage, website) to reflect new company status.

    3. Ensure compliance with public company governance requirements (minimum 3 directors, 7 shareholders, independent directors if listed, etc.).

Frequently Asked Questions

A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.

If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.

It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.

For a company name search in Cardiff, you may need:

  • Proposed company name

  • Business entity type (Ltd, LLP, Partnership, etc.)

  • Jurisdiction (Cardiff / UK)

  • Owner or shareholder details (if applicable)

  • Business description

A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.

Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms