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Procedure for Conversion of aPrivate Company into a Public Company

[Submitted by Mr. S. Nagabushanam (B.Com., A.C.A.)]

1. Convene a meeting of the Board of Directors and pass a resolution approving the conversion

of the company from private limited into public limited;

2. Convene a General Meeting of the members of the company for alteration of name clause of

the Memorandum of Association and the Articles of Association by special resolution;

3. Make an application to the concerned Registrar of Companies for approving conversion to

public company.

4. The application to the Registrar of Companies should be accompanied by the following

documents:

a. From No. 23 (with requisite filing fees) for special resolution for conversion of private

company into public company u/s. 44 of Companies Act, 1956 and for altering the

Articles of Association u/s. 31 of the Companies Act, 1956 for deleting the restrictive

provisions applicable to private company along with a copy each of (i) the noticecalling meeting; (ii) text of special resolution; and (iii) explanatory statement duly

certified by a Director or Company Secretary of the Company.

b. Statement in lieu of prospectus (with requisite filing fees) drawn up in the prescribed

form containing the matters/reports specified or set out in Parts I & II of Schedule II o

the Companies Act, 1956. The Prospectus / Statement in lieu of prospectus must be

dated and signed by all Directors. Consent of Auditors for inclusion of their name in

the Prospectus must be given separately and such statement in lieu of prospectus must

be filed within 30 days from the date of passing of the Special Resolution.

c. Particulars of Members, which should not be below 7, duly certified by a Director of

Company Secretary of the Company.

d. Particulars of Directors, which should not be less than 3, duly certified by a Director

or Company Secretary of the Company.

e. Any alterations relating to the provisions applicable to a Public Company must also be

effected in the Articles of Association of the Company.

f. A copy of fee receipt evidencing the filing of latest documents.

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5. Obtain revised Certificate of Incorporation of the Company. Although the company

becomes a public limited company immediately on passing the special resolution, the change

in its name becomes complete and effective only on the issue of the fresh Certificate of

Incorporation.

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