Conversion from Limited Company to Private Limited Company

Conversion from Limited Company to Private Limited Company

Do you want to change your Limited Company to Private Limited Company?


There are many companies looking for such conversion. The main reasons are the relaxations available to a private company. However there are some legal bindings related to the conversion of a public limited into a private limited. This post presents guidelines for those limited companies who want to change their status.


The Companies Act, 2013, (Section 13 and 14) deals with the rules for conversion of a limited company to a private limited company. A public company may become a private company if its membership is within the limits in clause (68) of Section 2 of the Act, Hence, a company needs to pass a special resolution in a general meeting. Any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit. Such a company is required to take the following procedural steps:


Procedure to Change a Limited Company to a Pvt. Ltd


Here are the steps to alter the legal status of the company.


  1. Board Meeting – First of all, call a board meeting to consider and approve the conversion proposal. Pass a resolution to decide time and venue of the general meeting.
  2. Notice of General Board Meeting – Give a notice of 21 days to the members of the board for the general meeting.
  3. Convention of the General Meeting – Pass a special resolution for approval to change the legal status of the company into private limited.
  4. File E-Form MGT-14 – Once the members approve the proposal after meeting, then file the MGT14 form with the Registrar of the Companies. This e-form should be filed within 30 days from the date of passing the special resolution.
  5. Filing E-form INC27 – Once you get an approval to your application of MGT-14 form, file the form INC-27. This form should be filed within 15 days from the date of approval of the form MGT-14.


If ROC accepts the application for conversion, a fresh certificate of incorporation will be issued. To ensure that your application gets approved, be precise with the documentation part. 

Documents Required for Converting Public Limited Company into a Private Limited company


Following e-forms need to be filed along with the necessary supporting documents.


MGT-14 form should be submitted to the ROC along with the following documents:

  • A notice calling EGM
  • A certified true copy of the special resolution passed in the meeting
  • Altered Memorandum of Association
  • Altered Articles of Association


INC-27 form should be submitted along with the following enclosures:

  1. Printed copy of the changed Articles of Association
  2. Minutes of the Meeting in which approval to the proposal for conversion was given
  3. Copy of any approval order obtained from the concerned authorities (such as RBI, IRDA, SEBI etc.) or the concerned department.
  4. Any other optional enclosure


With the conversion of the limited to a private limited company, some updates are inevitable. You should adopt a new set of articles of association.


Immediately after the approval of the new status by ROC, certain formalities are required. You should apply for new PAN number. Also, the stationery including letterhead should be changed accordingly. Printed copies of the new Memorandum and Articles of Association should be obtained.


It is also significant to inform concerned authorities like the bank, authorities like GST and other stakeholders regarding the change of legal status of your company. This will save you from unnecessary hassles in future.


Quick Inquiry


About : is a motivated and progressive concept conceived by like-minded people, which helps small, medium and large businesses to fulfill all compliance requirements of Indian Laws. It is a platform managed, operated and driven by CA, CS, IT professionals, Lawyers and Influencers, who have vast experiences into the respective fields. What differentiates us from others is our pricing, TAT, dedicated teams of professionals, whom we call Compliance Managers, digitally advanced platforms for client serving, among other things. Internally at EbizFiling, we have developed unique and customized working methods, which are committed to ensure error-free service delivery, faster execution and quick response time to the clients.


Get in touch for free consultation on or call 9643203209.

About Ebizfiling -

EbizFiling is a concept that emerged with the progressive and intellectual mindset of like-minded people. It aims at delivering the end-to-end incorporation, compliance, advisory, and management consultancy services to clients in India and abroad in all the best possible ways.
To know more about our services and for a free consultation, get in touch with our team on or call 9643203209.

Author: ishita

Ishita Ramani is a young woman entrepreneur and currently the Operations Director at Ebizfiling India Private Limited. In her entire career so far, she has led a team of 50+ professionals like CA, CS, MBAs and retired bankers. Apart from her individual experience on almost every facet of Indian Statutory Compliances, she has been instrumental in setting up operations at! Read about her journey at-

Follow Author

Leave a Reply

Your email address will not be published.

Hi, Welcome to EbizFiling!

Hello there!!! Let us know if you have any Questions.

Thank you for your message.

whatsapp Call Now Button