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INC-27 – Conversion of Company | Private to Public, OPC to Private Ltd | NDS Avla

INC-27 – Conversion of Company Under the Companies Act 2013

Expert Legal and MCA Filing Support for Converting Private Limited, Public Limited, OPC, and Section 8 Companies

As a business grows, its corporate structure may need to evolve. A startup that began as an OPC may need to bring in co-founders and convert to a Private Limited Company. A Private Limited Company targeting public listing or seeking to raise funds from the public must convert to a Public Limited Company. Form INC-27 is the MCA form used to intimate the ROC of such conversions — it is a critical compliance filing that formalises the change in the company's constitution and triggers the issue of a fresh Certificate of Incorporation reflecting the new type.

Conversion is not merely a label change. It involves amending the Memorandum and Articles of Association, changing the company name suffix, complying with the minimum paid-up capital and member requirements of the target company type, and meeting all ongoing compliance obligations of the new structure from the date of conversion.

Types of Conversions We Handle

OPC to Private Limited

An OPC must compulsorily convert to a Private Limited Company when its paid-up capital exceeds ₹50 lakh or its turnover exceeds ₹2 crore. Voluntary conversion is also permitted after 2 years from incorporation — requiring at least 2 members and 2 directors.

Private to Public Limited

A Private Limited Company wishing to access public capital, list on a stock exchange, or remove transfer restrictions must convert to a Public Limited Company — requiring minimum 7 members, 3 directors, and Special Resolution approval.

Public to Private Limited

Conversion of a Public Limited Company back to Private Limited requires a Special Resolution, Central Government approval (via Tribunal), and compliance with private company restrictions on member count and share transfer.

Private Limited to LLP

A Private Limited Company can convert to an LLP under the LLP Act 2008 — a popular exit route for compliance simplification, provided the company has no security interest over its assets and all partners consent.

Section 8 to Other Types

A Section 8 (not-for-profit) company can convert to a regular company only with prior Central Government approval. We manage the entire approval and conversion process including charity commissioner interactions where needed.

Post-Conversion Compliance

After conversion, we assist with updating MOA/AOA suffix, amending the company name, filing required forms, and ensuring the first annual compliance cycle under the new corporate structure is properly managed.

INC-27 Filing: Key Details

Conversion TypeKey Pre-RequisitesForms Required
OPC to Private LimitedMin. 2 members & 2 directors; paid-up capital/turnover threshold (if compulsory)INC-27 + MGT-14 + Altered MOA/AOA
Private to PublicMin. 7 members; 3 directors; Special Resolution; altered MOA/AOAINC-27 + MGT-14 + INC-22 (if address changes)
Public to PrivateSpecial Resolution; NCLT/Tribunal approval; no objection from creditors/debenture holdersINC-27 + Tribunal Order + MGT-14
Private Limited to LLPNo security interest on assets; all members to become partners; Form 18 under LLP ActForm 18 (LLP Act) + INC-27
💡 Conversion does not create a new legal entity — the converted company retains the same CIN, all existing contracts, licences, and pending legal proceedings. Only the type suffix in the name and the regulatory regime change.

Frequently Asked Questions

Does conversion create a new company with a new CIN?
No. Conversion under the Companies Act 2013 does not dissolve the existing company or create a new one. The company retains its existing CIN (Corporate Identity Number), incorporation date, existing contracts, intellectual property, bank accounts, and pending litigation. What changes is the company type, the suffix in the name, and the regulatory framework applicable. The ROC issues a fresh Certificate of Incorporation reflecting the new type — but the underlying entity is the same.
How long does conversion from Private Limited to Public Limited take?
The process typically takes 45–75 days from initiation. This includes: convening and holding the EGM (21-day notice), passing the Special Resolution, filing MGT-14 and INC-27 with the ROC, and ROC processing time (15–30 working days). Public to Private conversions take significantly longer as they require NCLT approval, which can take 3–6 months.
Can an OPC convert to a Private Limited Company voluntarily before hitting the thresholds?
Yes. An OPC can voluntarily convert to a Private Limited Company after it has been in existence for at least 2 years from the date of incorporation. The conversion requires the sole member to induct at least one more member (total minimum 2 members) and appoint at least one additional director (total minimum 2 directors). INC-27 is then filed along with the altered MOA and AOA and MGT-14.
What happens to existing contracts and licences after conversion?
All contracts, licences, registrations (GST, Import Export Code, MSME, RERA, etc.), intellectual property, and pending proceedings remain valid and transfer automatically to the converted entity. However, practically, it is advisable to notify all major counterparties of the name change (new suffix) and update KYC/address records with banks, regulatory bodies, and statutory authorities using the fresh Certificate of Incorporation.

Planning to Convert Your Company's Structure?

Our Company Law and MCA experts guide you through the entire conversion process — eligibility, resolutions, INC-27 filing, and post-conversion compliance — with zero disruption to your business operations.

Start Your Conversion
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