Cardiff Services

Public Company to Private Limited

Public Company to Private Limited Company Conversion – Overview

A Public Limited Company offers wide fundraising opportunities and credibility, but it also comes with heavy compliance, governance requirements, and higher regulatory oversight. For many businesses, especially those that do not plan to raise capital from the public or list on a stock exchange, maintaining a public company structure may be unnecessary and costly.

 

Converting into a Private Limited Company allows promoters to simplify compliance, maintain greater control, and reduce costs, while still retaining the advantages of a corporate entity such as limited liability, separate legal identity, and perpetual succession.

 

The process of conversion is governed under the Companies Act, 2013, requiring approval of shareholders through a special resolution, alteration of the Memorandum & Articles of Association, and approval from the Registrar of Companies (ROC). Post conversion, the company continues as the same legal entity, with all assets, liabilities, and obligations intact.

 

At Cardiff Services, we manage the entire transition — from drafting resolutions and altering MOA/AOA to filing with the ROC and updating statutory registrations — ensuring your business enjoys a smooth and compliant conversion from Public to Private Limited Company.

Key Features of Conversion

  • Simplified Compliance – Fewer ROC filings, governance requirements, and regulatory obligations.

  • Greater Control – Ownership remains closely held by promoters or family members.

  • Limited Liability – Personal assets of shareholders remain protected.

  • Perpetual Succession – Corporate continuity remains intact despite changes in management or ownership.

  • Lower Costs – Reduced compliance and audit expenses compared to a Public Company.

  • Privacy & Flexibility – Restrictions on share transfers ensure tighter control over ownership.

  • Corporate Benefits Retained – Still enjoys legal recognition and credibility of a registered company.

Documents Required

  1. Corporate Documents

    1. Certificate of Incorporation of the Public Company

    2. Current Memorandum of Association (MOA) & Articles of Association (AOA)

    3. Draft altered MOA & AOA (to reflect Private Company status)

    4. Board Resolution and Shareholder Special Resolution approving conversion

  2. Statutory Filings

    1. Form MGT-7 (latest Annual Return)

    2. Form AOC-4 (latest Financial Statements)

    3. Form MGT-14 (filing of resolutions with ROC)

    4. Form INC-27 (application for conversion of Public into Private Company)

  3. Director & Shareholder Details

    1. PAN & Aadhaar of directors and shareholders

    2. Identity proof (Passport/Voter ID/Driving License)

    3. Address proof (utility bill or bank statement, not older than 2 months)

    4. Passport-size photographs of directors

  4. Business Address Proof

    1. Electricity/telephone bill of registered office

    2. Rent Agreement/Lease Deed (if rented)

    3. NOC from property owner

  5. Other Declarations

    1. Consent letters of directors (DIR-2)

    2. DIR-8 declaration of non-disqualification by directors

    3. Updated Register of Members and Directors

Step-by-Step Procedure for Conversion

  1. Board Meeting

    • Convene a Board Meeting to approve conversion.

    • Approve draft notice of Extraordinary General Meeting (EGM).

  2. Extraordinary General Meeting (EGM)

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

    • Pass a Special Resolution for conversion and alteration of MOA & AOA.

  3. Filing with ROC

    • File Form MGT-14 within 30 days of passing Special Resolution.

    • File Form INC-27 with attachments:

      • Copy of Special Resolution

      • Altered MOA & AOA

      • Minutes of EGM

      • Board Resolution and supporting documents

  4. ROC Scrutiny & Approval

    • ROC reviews documents and filings.

    • On satisfaction, issues a fresh Certificate of Incorporation as a Private Limited Company.

  5. Post-Conversion Compliance

    • Update statutory records, PAN, GST, and bank accounts.

    • Revise company stationery (letterheads, invoices, website, signage).

    • Ensure compliance with Private Company requirements (minimum 2 directors, 2 shareholders, restrictions on share transfers).

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