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Pvt Ltd to Public Ltd conversion.

Understand the sequence, forms, and compliance implications of converting a private limited company into a public limited company.

Reviewed by CA Harun Raaj, ICAI Reg. No. 238303Last reviewed: 1 July 2026

Thresholds, fee schedules, and statutory positions can change. Verify against the MCA portal, the Income Tax portal, or your professional adviser before acting.

IPO readiness service See conversion paths

Pre-IPO critical path

Pvt Ltd to Public Ltd conversion

Going public is not just listing on NSE or BSE. Before a DRHP, an IPO, or a public fundraise, the company must first become a Public Limited Company.

Min. Shareholders

Up from 2 in Pvt Ltd

Min. Directors

Up from 2 in Pvt Ltd

Section

§14 + §18

Companies Act 2013

Govt Fee

₹5K–₹15K

MCA filing fees

Professional Fee

₹25K–₹60K

Drafting + filing

Timeline

30–90 days

ROC processing time

Going public is not the same as doing the IPO. The conversion comes first, and missing it usually means a 60 to 90 day delay once the banker notices.

The 6-step conversion process

Board Resolution

Board passes a resolution approving the conversion and removal of 'Private' restrictions from the AOA.

Ensure minimum 7 members + 3 directors

Critical deadline

A Public Limited Company requires a minimum of 7 shareholders and 3 directors. If you are still at 2 founders and 2 investors, you must add members before filing.

Pass Special Resolution - Alter AOA

75% majority special resolution at an EGM to amend the Articles of Association and remove transfer restrictions and other private-company clauses.

File MGT-14 within 30 days

Critical deadline

Special resolution must be filed with the ROC within 30 days of passing. Late filing means additional fees and penalty.

Form MGT-14

File Form INC-27 with MCA

Application for conversion. Attach the altered AOA, list of members, latest audited financials, and the MGT-14 receipt.

Form INC-27

Receive fresh Certificate of Incorporation

ROC issues a fresh Certificate of Incorporation as a Public Limited Company. From that day, enhanced compliance obligations apply.

What changes the day you become public

• Shareholder cap goes away, but governance burdens go up.
• Secretarial audit becomes mandatory for public companies.
• SEBI and insider-trading compliance start earlier than most founders expect.
• Board composition and disclosure standards become stricter.

Tax note

The conversion itself is tax-neutral. The entity continues as the same PAN holder; the real cost is the compliance and governance burden that begins immediately.

Planning a Series B, ESOP liquidity event, or IPO?

This is the prerequisite step that bankers usually ask for later.

Start conversion planning