Procedure for Conversion of Public to Pvt Ltd

Procedure for Conversion of Public to Pvt Ltd

Procedure for Conversion of Public to Pvt Ltd: Following procedure is required for conversion of Procedure for Conversion of Public to Pvt Ltd:-

Step 1:         The proposal for the conversion of status of a public company into private company is firstly discussed and approved by the Board of Directors.

Step 2:         21 days notice accompanied with the proposed special resolution is issued for convening the general meeting of the shareholders of the company.

Step 3:         Resolution for the conversion of status from Public Company into Private Company and alteration in Articles of Association is placed before the members, which is carried as special resolution.

There is significant difference in the Articles of both the types of companies. Therefore; the Articles are required to be amended on change of the status; therefore the same must be amended to change the status especially the imposition of restrictions meant for a private company.

Step 4:         Special Resolution on Form 26 along with Bank challan evidencing the deposit of fee in any of the designated branches of MCB (as per schedule given in Annexure A), shall be filed with the registrar concerned within  15 days passing thereof.

Step 5:         Application shall be sent to the Commission within 60 days of the date of passing of the special resolution. Such application shall be accompanied with the following documents:-

  1. Form 2. (prescribed under the Rules)
  2. Copy of Form 26 (Special Resolution).

iii.       Copy of the Memorandum and Articles of Association duly amended.

  1. Certified copy of the existing Memorandum and Articles of Association.
  1. Copy of latest audited Balance Sheet and Profit and Loss Account.
  2. Copy of minutes of the General Meeting.

vii.      Bank challan evidencing the deposit of fee in any of the designated branches of MCB, as per schedule given in Annexure-A, on account of application fee (Form-2)

viii.     Affidavit that the contents of the application are true.

  1. Application must be in duplicate and a copy is required to be sent to the registrar concerned under Rule 32 of the Rules.

Step 6:   The Commission gives approval for conversion of public company into private company through an Order.

Step 7:   Certified copy of the order of the Commission is obtained by depositing the fee as per schedule given in Annexure A for each copy and the requisite court fee stamps.

Step 8:   Certified copy of the order along with amended copy of the Memorandum and Articles of Association are filed with the registrar concerned with bank challan evidencing the deposit of filing fee in any of the designated branches of MCB (as per schedule given in Annexure A).

Step 9: The registrar shall issue certificate on conversion of status of a public company into a private company and the filing certificate in respect of Special Resolution and Order of the Commission.

The company may obtain a certified copy of the Memorandum and Articles of Association on payment of copying fee of Rs. 250/- for the application submitted online and 500/- in physical form, and the requisite court fee stamps.

If you are in process of incorporating a limited liability company in Pakistan then you need to know the following FAQs on Company Incorporation with SECP in Pakistan

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