Company · Structural change
We're converting private → public before the IPO — what changes?
The short answer
Converting from private to public is a structural shift, not a name change. You pass a special resolution, strip the Articles of private-company restrictions — share transfer limits and the 200-member cap — and meet the minimum of three directors. INC-27 and MGT-14 go to the ROC within 30 days of the resolution; SH-7 follows if share capital is altered under Section 61.
What gets filed with MCA
Within 30 days of passing the special resolution (MGT-14 is also filed simultaneously).
Section 14 and Section 18, Companies Act 2013; Rule 33, Companies (Incorporation) Rules 2014
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
Within 30 days of passing the ordinary or special resolution under Section 61.
Section 61, Companies Act 2013; Rule 15, Companies (Share Capital and Debentures) Rules 2014
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Articles stripped of private-company restrictions (share transfer limits, 200-member cap)
Sections 14 & 2(68), Companies Act 2013
Minimum 3 directors for a public company
Section 149(1), Companies Act 2013
The sequence
- 1Pass a special resolution approving conversion and adopt revised Articles without private-company restrictions
- 2Ensure board strength meets the minimum of three directors for a public company
- 3File MGT-14 and INC-27 with the ROC within 30 days of the special resolution
- 4File SH-7 within 30 days if share capital is altered under Section 61
Generate this paperwork now — free
Fill in your company details once and download formal, filing-ready drafts from the resolution studio.
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Questions founders actually ask
What changes in the Articles?
Private-company restrictions come out — limits on share transfers and the 200-member cap that define a private company under Section 2(68).
How many directors do we need?
A public company requires a minimum of three directors under Section 149(1).
What is the filing deadline?
INC-27 and MGT-14 must be filed within 30 days of passing the special resolution. SH-7 follows the same window if share capital is altered.
Reviewed by Harun Raaj, Chartered Accountant
Founder, Harun Raaj & Associates. Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.