INC-27 — Conversion of Company | Savlana Init

MCA · INC-27

INC-27 — Conversion of Company — Changing Company Type Under the Companies Act.

Converting a company from private to public, public to private, or OPC to private limited requires INC-27 filing — with board and shareholder approvals, and Regional Director sanction for public-to-private conversion. We manage the full conversion process.

Form INC-27 is the form filed with the Registrar of Companies to effect the conversion of a company from one type to another — most commonly from a private limited company to a public limited company (or vice versa), or in connection with other conversion scenarios under the Companies Act, 2013. Each conversion type has different requirements: conversion from private to public requires a special resolution and MOA/AOA amendments; conversion from public to private requires an application to the Regional Director for approval before INC-27 is filed with the RoC.

Conversion from a private company to a public company is a relatively straightforward process — the company amends its MOA and AOA by special resolution to remove private company restrictions (transfer restrictions, limits on membership, and the prohibition on public invitation for subscriptions), files MGT-14 for the resolution, and then files INC-27 with the RoC. The RoC issues a fresh Certificate of Incorporation confirming the new company type. The company's name changes to remove 'Private' from it.

Conversion from public to private is more involved — it requires approval from the Regional Director (under Form INC-27) because creditors and the public have greater exposure to a public company. An application is made to the RD with a statement of reasons, board and shareholder resolutions, and a declaration that no creditors object. Once the RD grants approval, INC-27 is filed with the RoC. We assess the correct conversion route, prepare all required resolutions and applications, and manage the end-to-end process through to the fresh COI.

Our INC-27 Services

Conversion Route Assessment

Identifying the correct conversion type — private to public, public to private, OPC to private, or Section 8 to private — and the applicable procedure.

Private to Public Conversion

Managing MOA and AOA amendment by special resolution, MGT-14 filing, and INC-27 to obtain the fresh public company COI.

Public to Private Conversion (RD)

Preparing the RD application for public-to-private conversion including statement of reasons, resolutions, and creditor declarations.

OPC to Private Company Conversion

Filing INC-6 (voluntary) or managing the mandatory conversion process when OPC thresholds are crossed.

Special Resolution & MGT-14

Drafting and filing the special resolution and altered MOA/AOA with the RoC within 30 days of passing.

Board Resolutions Preparation

Preparing all board resolutions required for the conversion — AGM/EGM notice, RD application, INC-27 authorisation.

INC-27 MCA Filing

Filing Form INC-27 with the RoC after all approvals are in place, with all required attachments.

Fresh COI Coordination

Coordinating receipt of the fresh Certificate of Incorporation confirming the new company type from the RoC.

Our Process

Conversion Route Identification

We confirm the correct conversion type and map out the required approvals — shareholder, RD, or both — before any filing begins.

Resolutions & Applications

Board and shareholder resolutions passed; RD application filed for public-to-private conversions.

MGT-14 Filing

Certified special resolution and altered MOA/AOA filed with the RoC within 30 days.

RD Approval (where required)

Application to Regional Director tracked to approval order for public-to-private conversions.

INC-27 & Fresh COI

INC-27 filed with all approvals in place; fresh COI received confirming the converted company type.

Why It Matters

✓Conversion route correctly identified and procedure mapped before any action is taken

✓Private-to-public conversion managed with MOA/AOA amendment and MGT-14 filing

✓Public-to-private RD application prepared with all required attachments and declarations

✓Board and special resolutions drafted in the correct statutory form for the conversion

✓MGT-14 filed within the 30-day statutory window of the resolution date

✓RD approval application tracked to order for conversions requiring regulatory sanction

✓INC-27 filed with all approvals in place to avoid RoC rejection

✓Fresh COI received and confirmed as reflecting the correct new company type

Frequently Asked Questions

INC-27 covers conversion of a private company to a public company, public company to a private company (with RD approval), and other conversion-related filings including certain Section 8 company conversions. OPC-to-private company conversion uses Form INC-6 specifically.

No prior regulatory approval is required for a private-to-public conversion — it is effected by a special resolution amending the MOA and AOA, followed by MGT-14 and INC-27 filings with the RoC. The RoC issues a fresh COI confirming the public company status.

Public companies have a wider range of stakeholders — public shareholders, creditors, and depositors — who need protection. The Companies Act requires Regional Director approval for public-to-private conversion to ensure creditors' interests are considered and the conversion is not used to avoid public company obligations.

On conversion from private to public, 'Private Limited' is replaced with 'Limited' in the company name. On conversion from public to private, 'Limited' is replaced with 'Private Limited'. The fresh COI reflects the updated name.

An OPC must first be converted to a private limited company (via INC-6) before it can be converted to a public company. Direct OPC-to-public conversion is not permitted — it must go through two stages.

The timeline depends on the Regional Director's processing schedule. After the RD application is filed with all required documents and resolutions, approval typically takes 30 to 90 days. Once the RD order is received, INC-27 is filed and the fresh COI from the RoC follows within a few weeks.

Converting your company type under the Companies Act?

We'll identify the correct route, manage the resolutions and RD application if required, file INC-27, and coordinate your fresh Certificate of Incorporation.