What is the minimum number of members and directors required for Public Ltd?

Minimum 7 members (s.2(71)) and minimum 3 directors (s.149(1)) — at least one resident Indian director (s.149(3)). No minimum paid-up capital requirement post Companies (Amendment) Act 2015 (earlier ₹5 lakh abolished).

Is NCLT approval required for Pvt to Public conversion?

No — NCLT approval is required only for **Public to Pvt** conversion (s.14(2) read with Rule 37 of Companies (Incorporation) Rules 2014 — post-2018 amendment). Pvt→Public under s.14(1) requires only RoC approval.

What majority is required for the Special Resolution at EGM?

Three-fourths (3/4th — 75%) of members present and voting — under s.114(2) read with s.10. Plus 21-day clear notice (s.101).

Does the company's CIN change after conversion?

No — the Corporate Identity Number (CIN) is retained; only the company-type flag in MCA master data changes from Pvt Ltd to Public Ltd. Fresh Certificate of Incorporation (INC-11) issued confirming the new structure.

What is the ROC fee for INC-27 filing?

Tiered on authorised share capital — ₹200 for capital up to ₹1 lakh; graduated to ₹5,000 + ₹50 per ₹10,000 above ₹1 crore. Plus stamp duty on alteration of AoA — typically ₹100–₹1,000 (State-wise).

Is the company required to appoint independent directors post-conversion?

Yes — if paid-up capital ≥ ₹10 crore OR turnover ≥ ₹100 crore — minimum 1/3rd of total directors must be independent (s.149(4) + Rule 4 of Companies (Appointment and Qualification of Directors) Rules 2014). Smaller Public Ltds may not require independent directors.

Is the converted Public Ltd required to list on stock exchange?

No — listing is voluntary. The conversion to Public Ltd only enables listing; the actual IPO/listing is a separate process under SEBI ICDR Regulations 2018 (DRHP filing with SEBI).

What happens to the existing auditors post-conversion?

Auditors continue — only Form ADT-1 (re-appointment) is filed at next AGM. The same statutory auditor can continue for the converted Public Ltd. However, if paid-up capital ≥ ₹50 crore OR turnover ≥ ₹250 crore, secretarial audit (Form MR-3) becomes mandatory under s.204.

Editor's pickCompliance · Convert Your BusinessRoC Mumbai Jurisdiction

Pvt Ltd to Public Limited in Mumbai

Convert your Pvt Ltd to Public Limited Company under s.14 of Companies Act. Form INC-27 + Special Resolution by CS experts. No NCLT approval required. ROC fees ₹200+.

Statutory basis: Section 3(1)(c) of the Companies Act, 2013; Companies (Incorporation) Rules, 2014.

Turnaround

7–14 Days

₹

Starts from

₹1,500

Money-back accuracy

Guaranteed

Total starting from

₹1,500

Professional + estimated government fee

Professional fee₹1,499 starts with

Government fee (est.)₹1 (Mumbai)

Turnaround7–14 Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Total starting from

₹1,500

7–14 Days

Prof: ₹1,499•Govt: ₹1• Guaranteed

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal with jurisdiction under RoC Mumbai.

Eligibility & thresholds

Minimum

2 subscribers to MoA (1 for OPC)
2 directors (1 resident Indian)
₹1 lakh authorised capital (practical)

Maximum

200 members (Section 2(68))
15 directors (extendable by SR)
No maximum on authorised capital

Statutory floor

No statutory minimum capital
SPICe+ fee waiver: capital ≤ ₹15 lakh
Above ₹15L — Table of Fees applies

What's included

Everything in one transparent fee — no add-ons, no surprises.

Document preparation

We draft MoA, AoA, DIR-2, INC-9 and AGILE-PRO-S linked forms.

Government filing

SPICe+ Part A (name) + Part B (incorporation) on MCA V3 portal.

DIN + DSC + PAN + TAN

Auto-allotted via SPICe+. PAN/TAN issued by Income-tax.

GST + EPF + ESIC setup

Optional opt-in via AGILE-PRO-S for simultaneous registrations.

Specialist CA/CS review

An ICSI-qualified CS reviews every filing before submission.

Post-incorporation filing

INC-20A (commencement) filed within 180 days — penalty-free.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Name reservation (SPICe+ Part A)	₹1,000	Non-refundable — valid 20 daysMCA
Filing fee (SPICe+ Part B)	Nil	Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA
Stamp duty — MoA + AoA (Mumbai)	₹2,100	MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState
DIN allotment (≤3 directors)	Nil	₹1,000 per DIN beyond the first 3MCA
PAN / TAN / EPFO / ESIC / GSTIN	Nil	Auto-allotted through AGILE-PRO-SMultiple
Total Government Fee	₹1	(for default assumptions stated below)

Fee Component

Name reservation (SPICe+ Part A)

Amount (₹)

₹1,000

Basis / Authority

Non-refundable — valid 20 daysMCA

Fee Component

Filing fee (SPICe+ Part B)

Amount (₹)

Nil

Basis / Authority

Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA

Fee Component

Stamp duty — MoA + AoA (Mumbai)

Amount (₹)

₹2,100

Basis / Authority

MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState

Fee Component

DIN allotment (≤3 directors)

Amount (₹)

Nil

Basis / Authority

₹1,000 per DIN beyond the first 3MCA

Fee Component

PAN / TAN / EPFO / ESIC / GSTIN

Amount (₹)

Nil

Basis / Authority

Auto-allotted through AGILE-PRO-SMultiple

Total Government Fee

₹1

(for default assumptions stated below)

Government charges only — verified statutory schedule for Mumbai, Maharashtra. Professional fee separate.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

1
**Special Resolution** passed at General Meeting (Extra-ordinary General Meeting — EGM) authorising alteration of AoA (s.14(1)) + MoA name clause (s.13)
Identity and statutory verification
2
**Altered AoA** (INC-34 e-AoA) — remove restrictive clauses: s.2(68)
Identity and statutory verification
3
— minimum 2 members (Public Ltd: 7); s.2(68)(ii) — maximum 200 members (Public Ltd: no limit); s.2(68)(iii) — restriction on right to transfer shares (Public Ltd: no restriction); s.2(68)(iv) — ban on public invitation to subscribe to shares (Public Ltd: can invite public)
Identity and statutory verification
4
**Altered MoA** (INC-33 e-MoA) — substitute "Private Limited" with "Limited" in name clause (s.4(1))
Identity and statutory verification
5
**List of members** (showing minimum 7 members post-conversion)
Identity and statutory verification
6
**List of directors** (showing minimum 3 directors post-conversion — one resident Indian — s.149(3))
Identity and statutory verification
7
**Consent of members** in writing (where EGM convened)
Identity and statutory verification
8
**Notice of EGM** sent to all members (s.101 — clear 21 days)
Identity and statutory verification
9
**DSC of Director + CS** filing INC-27
Identity and statutory verification
10
**Latest filed AOC-4 + MGT-7** — proof of compliance up to date
Identity and statutory verification

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
I-Pro⏱ 1-2 Days
Convene Board Meeting — pass Board resolution ap...
Convene Board Meeting — pass Board resolution approving conversion in principle; approve draft altered MoA/AoA; fix date/time/venue of EGM; approve notice of EGM (Form MGT-14 to be filed for Board resolution under s.179(3)).
2
I-Pro⏱ 1-2 Days
File Form MGT-14 for Board resolution (under s.1...
File Form MGT-14 for Board resolution (under s.179(3)) within 30 days.
3
I-Pro⏱ 1-2 Days
Send **Notice of EGM** to all members, directors...
Send **Notice of EGM** to all members, directors, auditors (clear 21 days — s.101); publish in newspapers (where required — listed/subsidiary of listed).
4
I-Pro⏱ 1-2 Days
Hold EGM — pass **Special Resolution** (75% majo...
Hold EGM — pass **Special Resolution** (75% majority) authorising: (a) alteration of AoA (s.14(1)); (b) alteration of MoA name clause (s.13) — substitute "Private Limited" with "Limited"; (c) authorise directors to file INC-27 with RoC.
5
I-Pro⏱ 1-2 Days
File **Form MGT-14** within 30 days of EGM (s.11...
File **Form MGT-14** within 30 days of EGM (s.117) — attach Special Resolution, explanatory statement, altered AoA.
6
I-Pro⏱ 1-2 Days
Prepare **Form INC-27** — Application for conver...
Prepare **Form INC-27** — Application for conversion of Pvt Ltd to Public Ltd — attach: altered MoA (INC-33), altered AoA (INC-34), list of members (showing 7+ members), list of directors (showing 3+ directors), latest MGT-7/AOC-4 filings, NOC from creditors (if applicable).
7
I-Pro⏱ 1-2 Days
File Form INC-27 + INC-33 + INC-34 + MB-4 on MCA...
File Form INC-27 + INC-33 + INC-34 + MB-4 on MCA V3 — affix DSC of Director + CS; pay ROC fees per Annexure I.
8
Regulator⏱ 1-2 Days
ROC examines application — verifies Special Reso...
ROC examines application — verifies Special Resolution, altered AoA compliance with s.2(71), minimum 7 members + 3 directors — typically approves within 7–15 working days; issues fresh Certificate of Incorporation (Form INC-11) confirming conversion.
9
I-Pro⏱ 1-2 Days
Apply for **fresh PAN** (PAN retained; only name...
Apply for **fresh PAN** (PAN retained; only name change intimation to NSDL/UTIITSL); **TAN** retained; **GST registration** retained (same GSTIN; only legal name updated); update statutory registrations — EPFO/ESI (same numbers; only name change); bank account (same account; only name change intimation).
10
I-Pro⏱ 1-2 Days
Update statutory registers — Register of Members...
Update statutory registers — Register of Members (MGT-1) with new company type flag; convene first Board meeting of converted Public Ltd — adopt new MoA/AoA; file Form MGT-7 (annual return — replaces MGT-7A filed for small company if applicable).

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
Commencement of Business MCA	`INC-20A`	Within 180 days of incorporation
First Auditor Appointment MCA	`ADT-1`	Within 30 days of incorporation
Annual Financial Statements MCA	`AOC-4`	Within 30 days of AGM (by 29 October)
Annual Return MCA	`MGT-7`	Within 60 days of AGM (by 29 November)
Director KYC MCA	`DIR-3 KYC`	Annually by 30 September

Filing

Commencement of Business

MCA

Form

INC-20A

Deadline

Within 180 days of incorporation

Filing

First Auditor Appointment

MCA

Form

ADT-1

Deadline

Within 30 days of incorporation

Filing

Annual Financial Statements

MCA

Form

AOC-4

Deadline

Within 30 days of AGM (by 29 October)

Filing

Annual Return

MCA

Form

MGT-7

Deadline

Within 60 days of AGM (by 29 November)

Filing

Director KYC

MCA

Form

DIR-3 KYC

Deadline

Annually by 30 September

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
Failure to file INC-20A (Commencement)	Section 10A(2)	₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)
Late filing of Annual Return (MGT-7) or Financials (AOC-4)	Section 403 read with Table of Fees	₹100 per day of delay per form with no statutory ceiling
Non-filing of DIR-3 KYC	Rule 12A of Companies Rules	₹5,000 fee per DIN after 30 September deadline

Non-compliance

Failure to file INC-20A (Commencement)

Provision

Section 10A(2)

Penalty

₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)

Non-compliance

Late filing of Annual Return (MGT-7) or Financials (AOC-4)

Provision

Section 403 read with Table of Fees

Penalty

₹100 per day of delay per form with no statutory ceiling

Non-compliance

Non-filing of DIR-3 KYC

Provision

Rule 12A of Companies Rules

Penalty

₹5,000 fee per DIN after 30 September deadline

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Proposing a company name identical or phonetically similar to an existing trademark
Why: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5–7 days delay.
Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
2
Submitting utility bills older than 2 months for the registered office address
Why: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.
Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
3
Missing the 180-day deadline to file INC-20A (Commencement of Business)
Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.
Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.

Frequently asked questions

Everything you need to know about this service.

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