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Converting a Public Company into a Private Limited Company

Last updated: 2 October 2026

An unlisted public company with a small shareholder base can convert into a private company to reduce compliance. Conversion needs approval from the Regional Director. Our team handles the resolution, notices, application and final filings.

How a public company becomes private

The company passes a special resolution to alter its articles to include the restrictions of a private company, and files it in Form MGT-14.
It publishes a newspaper notice and serves notice on creditors and others concerned.
It applies to the Regional Director for approval in Form RD-1, within 60 days of the resolution.
After the Regional Director’s order, the company files the order in Form INC-28 within 15 days and the conversion in INC-27.
Membership must not exceed 200 (excluding employees), and the name changes to “Private Limited”.

A listed company must first delist its shares before it can convert.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What our conversion service covers

Eligibility check, including membership and listing status

Special resolution and MGT-14

Newspaper notice and notices to creditors

RD-1 application and hearing support through authorised professionals

INC-28, INC-27 and registration updates

Key facts at a glance

Section 14

Alteration of articles for conversion

Regional Director

Approves the conversion

RD-1

Application to the Regional Director

60 days

To apply after the special resolution

INC-28

Order filed within 15 days

200 members

Maximum for a private company

Where these conversions commonly get delayed

Objections and incomplete notices cause most delays.

Creditor objections

Creditors not given notice or objections not settled.

Listed shares

Conversion attempted before delisting.

Late application

RD-1 filed after 60 days.

Related services

Related services.

Private to Public

The reverse conversion.

MOA & AOA Alteration

Changing the articles.

Delisting

Delisting a listed company.

Annual Compliance

Private company compliance.

More in this section: Proprietorship to OPC Conversion · Proprietorship to Private Limited Company · OPC to Private Limited Conversion · Private Limited to OPC Conversion · Trust or Society to Section 8 Company · Convert Company to Section 8 Company

Documents we need from you

Company Documents

Application Documents

How we convert your company

Eligibility

Membership and listing status checked.

Resolution

Special resolution; MGT-14 filed.

Notices

Advertisement and creditor notices.

RD-1

Application filed within 60 days.

Order

Regional Director’s approval received.

Filings

INC-28 and INC-27; registrations updated.

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After conversion

Compliance reduces, but core filings continue.

Name

“Limited” becomes “Private Limited”.

Members

Keep membership within 200.

Transfers

Share transfer restrictions apply.

Filings

Annual returns continue as a private company.

Get in Touch

Share your query and our team will reply during business hours.

Frequently Asked Questions

Who approves conversion of a public company into a private company?

The Regional Director, on an application in Form RD-1.

What is the time limit to apply?

Within 60 days of the special resolution.

Can a listed company convert into a private company?

Only after delisting its shares.

How many members can a private company have?

Up to 200, excluding employee members.

Which forms are filed after approval?

INC-28 for the order within 15 days, and INC-27 for the conversion.

Who handles your case

CS Chetna Shoor

ACS – Director, Expertvuw Management Pvt Ltd

This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.

Expertvuw Management Pvt Ltd