Procedure for Conversion of Pvt to Public Ltd
Procedure for Conversion of Pvt to Public Ltd: PROCEDURE FOR THE CONVERSION OF STATUS OF COMPANY FROM PRIVATE COMPANY INTO PUBLIC COMPANY
Following is the Procedure for Conversion of Pvt to Public Ltd:-
Step 1: The proposal for conversion of status of private company into public 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 shareholders of the company.
Step 3: Resolution for conversion of the status from Private Company into Public Company and alteration in Articles of Association is placed before the members which is carried as special resolution. A special resolution is to be passed by the majority of not less than threefourth, of such members entitled to vote as are present in person or by proxy at a general meeting.
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, especially restrictive clauses applicable on a private company are to be deleted.
Step 4: The Company shall increase its directors and shareholders if they are
less than the minimum number which are required for a public company.
Step 5: The company shall file the under-mentioned documents with the registrar concerned:-
a) Form – 26 within 15 days of passing of special resolution.
b) Amended copy of the Memorandum and Articles of Association.
c) Prospectus or Statement in Lieu of Prospectus within 14 days of passing of special resolution.
Prospectus is required to be filed by the company which invites subscription from the general public; otherwise a Statement in Lieu of Prospectus is to be filed. Prospectus is prescribed in Part I of the Second Schedule to the Ordinance and also requires prior approval by the Commission. The Statement in Lieu of Prospectus as prescribed in Part III of the Second Schedule to the Ordinance is to be filed.
d) Form – 3 (allotment of shares to new members / directors in case, the new directors are not members of company)
e) Form – 27 i.e. list of persons consenting to act as directors.
f) Form – 28 Consent to act as directors.
g) Form – 29 (in case of increase of directors, if the company does not already have three directors required for a public company)
h) Bank challan evidencing the deposit of filing fee of the documents in any of the designated branches of MCB as per schedule given in annexure-A.
Step 6: The registrar concerned shall issues a certificate regarding conversion of status of private company into public company and a filing certificate.
Step 7: The Company may obtain a certified copy of Memorandum and Articles of Association on payment of copying fee of Rs. 500/- for the application submitted online and Rs. 1,000/- for the application submitted in the physical form.
Step 8: The name of the company with the changed status i.e. without the word “private” shall be mentioned in all letterheads, bills, invoices, seal etc. Copies of Memorandum and Articles of Association are also recorded with the alteration.
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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