CHECKLIST FOR CONVERSION OF PUBLIC LTD. COMPANY INTO PVT. LTD. COMPANY

Sl. No.
Particulars
Tentative Date
Remarks
1
To hold a Board Meeting and consider the proposal of conversion into a Pvt. Ltd. Company subject to approval u/s 31 of the Companies Act, 1956.
0
2
To fix the date, time and venue of EGM of the Company in the Board Meeting
0
3
To confirm the numbers of members are not exceeding 50.
4
To Prepare the proposal for alteration of Articles of Association or prepare a new set of Articles of Association meeting the requirements of a private limited company.
0-2
5
To give notice in the newspaper once in English and local language, where the registered office of the Company is situated for conversion from Public Company to Pvt. Company for providing opportunity to raise objections within 21 days from the date of notice and a copy of notice to be produced before the Registrar along with the application.
0+2
6
To give notice to all creditors having secured and unsecured liabilities in excess of Rs. 1 lacs by registered post and proof of delivery of such notice is required to be produced before the ROC along with the application.
0+2
7
If the Company is having more than 25 shareholders, obtain written consent from all those shareholders who had not voted for the conversion.
0+32
8
To send notice at least 25 days before the EGM of the Company along with Explanatory Statement.
0+5
9
To hold the EGM of the Company and pass the special resolution for conversion of company from public to pvt.
0+30
10
To file Form No. 23 with ROC within 30 days of passing resolution.
0+32
11
To apply to the Central Govt. in FORM 1B.
0+34
12
The List of the documents to be attached with the Form 1B
a)
Notice of EGM with Explanatory Statement.
b)
Copy of Special Resolution passed for the alteration of articles of association of the Company.
c)
Copy of the Minutes at which the decision for converting Company was taken.
d)
Copy of any approval order obtained from the concerned department or Declaration that the Company has obtained all the mandatory approvals from the concerned authorities.
e)
Reason for conversion of Company into pvt. Ltd. Company.
f)
Copy of newspaper advertisement.
13
Obtain from the ROC, a fresh Certificate of Incorporation consequent upon conversion of public company into pvt. Ltd. company.
0+40
14
Change the name in all the documents of the Company by inserting ” Private” before the word ” Limited”
0+42

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