Company · Structural change
We want to convert our public company back to private — possible?
The short answer
A public company can convert back to private, but it is not a board-level formality — it needs shareholder approval and Regional Director sign-off. Pass the special resolution, file MGT-14 and INC-27 within 30 days, and submit RD-1 to the Regional Director for approval under Section 14(1). Without RD clearance, the conversion does not take effect.
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
Application to the Regional Director for approval of the conversion
Section 14(1) proviso, Companies Act 2013
The sequence
- 1Pass a special resolution approving conversion from public to private limited
- 2Prepare revised Articles reflecting private-company status and restrictions
- 3File MGT-14 and INC-27 with the ROC within 30 days of the resolution
- 4Submit RD-1 to the Regional Director and obtain approval before the conversion is effective
Do it with us — or check it yourself first
Questions founders actually ask
Do we need government approval?
Yes. Public-to-private conversion requires Regional Director approval through RD-1 under Section 14(1) of the Companies Act.
What forms go to the ROC?
MGT-14 for the resolution and INC-27 for the conversion — both within 30 days of passing the special resolution.
Is this harder than going public?
Going private adds the RD approval layer. The special resolution and ROC filings still apply, but RD-1 is the gating step.
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.