MCA Form INC-27: Converting Public/Private Companies & Changing Company Liability Types: Shares or Guarantee

MCA Form INC-27: Converting Public/Private Companies & Changing Company Liability Types: Shares or Guarantee. Section and Provision – 
Pursuant to Section 4, 5, 8, 14 and 18 of Companies Act, 2013 read with Rule 33, 37, 39 and 41 of Companies (Incorporation Rules), 2014.
Section 18: Conversion of Companies Already Registered
(1) A company of any class registered under Companies Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions.
(2) Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.
(3) The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.
Purpose –
The webform INC-27 aims to simplify the process of filing application for conversion of Type / Category / Class of company with Registrar of Companies (ROC).
For the purpose of conversion from private to public company, a private company is required to pass special resolution and file an intimation in Form INC-27.
A Public company can also get converted into a private company by filing Form INC-27 subject to passing the special resolution and approval of the competent authority.
Further, an unlimited liability company can also convert itself into limited liability company (limited by shares / guarantee) by filing form INC-27 subject to fulfilment of other requirements as notified.
INC-27 can also be filed for making application to convert a company limited by guarantee to company limited by shares.
Key Information –

The Web-Form is available in V3 portal of MCA.

INC-27 form shall be processed in non-STP mode.

Document Required-
Copy of Newspaper publication
A copy of Statutory Auditors Certificate
Optional attachment(s) - if any
To be digitally signed by
Director
CA/CS/CMA Declaration and Certification by Professional
Timeline-

Conversion of private company into public company – Within 15 days

Conversion of public company into private company - Within 15 days

Conversion of Unlimited Liability Company into Limited Liability Company - Within 45 days

Conversion of company limited by guarantee into company limited by shares - Within 30 days

Fees-
Normal filing fee 
In case of company having share capital:

Nominal Share Capital (INR)

Fee Applicable (INR)

Less than 1,00,000

200

1,00,000 to 4,99,999

300

5,00,000 to 24,99,999

400

25,00,000 to 99,99,999

500

1,00,00,000 or more

600

Fees (In case company having share capital) - INR 200
Additional Fees in case of delay in filing of webforms

Period of Delay

Additional Fee Applicable (INR)

Up to 30 days

2 times of normal filing fees

More than 30 days and up to 60 days

4 times of normal filing fees

More than 60 days and up to 90 days

6 times of normal filing fees

More than 90 days and up to 180 days

10 times of normal filing fees

More than 180 days

12 times of normal filing fees

Important Check Points
In case of resubmission, application of INC-27 shall be available in the application history of the user and T+15 days (where T is the date of marking the application as ‘Resubmission Required’) should not have elapsed.
DSC attached in the webform, e-MOA and e-AOA forms is registered on MCA portal against the DIN/PAN/Membership number as provided in the form.
Please ensure that valid SRN of Form MGT-14 is available with the user.
In case of condonation of delay, valid and approved SRN of Form CG-1 shall be available with the user.
In case of conversion of Public Company to Private Company, valid and approved SRN of Form RD-1 shall be available with the user.
Please ensure that no other RD-1 form pending for the purpose of ‘Conversion of Public company to Private Company’ shall be pending for approval against the CIN.
MCA Help Kit

Section and Provision –

Pursuant to Section 4, 5, 8, 14 and 18 of Companies Act, 2013 read with Rule 33, 37, 39 and 41 of Companies (Incorporation Rules), 2014.

Section 18: Conversion of Companies Already Registered

(1) A company of any class registered under Companies Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions.

(2) Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration.

(3) The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.

Purpose –

The webform INC-27 aims to simplify the process of filing application for conversion of Type / Category / Class of company with Registrar of Companies (ROC).

For the purpose of conversion from private to public company, a private company is required to pass special resolution and file an intimation in Form INC-27.

A Public company can also get converted into a private company by filing Form INC-27 subject to passing the special resolution and approval of the competent authority.

Further, an unlimited liability company can also convert itself into limited liability company (limited by shares / guarantee) by filing form INC-27 subject to fulfilment of other requirements as notified.

INC-27 can also be filed for making application to convert a company limited by guarantee to company limited by shares.

Key Information –

The Web-Form is available in V3 portal of MCA.
INC-27 form shall be processed in non-STP mode.

Document Required-

Copy of Newspaper publication

A copy of Statutory Auditors Certificate

Optional attachment(s) - if any

To be digitally signed by

Director

CA/CS/CMA Declaration and Certification by Professional

Timeline-

Conversion of private company into public company – Within 15 days
Conversion of public company into private company - Within 15 days
Conversion of Unlimited Liability Company into Limited Liability Company - Within 45 days
Conversion of company limited by guarantee into company limited by shares - Within 30 days

Fees-

Normal filing fee

In case of company having share capital:

Nominal Share Capital (INR)	Fee Applicable (INR)
Less than 1,00,000	200
1,00,000 to 4,99,999	300
5,00,000 to 24,99,999	400
25,00,000 to 99,99,999	500
1,00,00,000 or more	600

Fees (In case company having share capital) - INR 200

Additional Fees in case of delay in filing of webforms

Period of Delay	Additional Fee Applicable (INR)
Up to 30 days	2 times of normal filing fees
More than 30 days and up to 60 days	4 times of normal filing fees
More than 60 days and up to 90 days	6 times of normal filing fees
More than 90 days and up to 180 days	10 times of normal filing fees
More than 180 days	12 times of normal filing fees

Important Check Points

In case of resubmission, application of INC-27 shall be available in the application history of the user and T+15 days (where T is the date of marking the application as ‘Resubmission Required’) should not have elapsed.

DSC attached in the webform, e-MOA and e-AOA forms is registered on MCA portal against the DIN/PAN/Membership number as provided in the form.

Please ensure that valid SRN of Form MGT-14 is available with the user.

In case of condonation of delay, valid and approved SRN of Form CG-1 shall be available with the user.

In case of conversion of Public Company to Private Company, valid and approved SRN of Form RD-1 shall be available with the user.

Please ensure that no other RD-1 form pending for the purpose of ‘Conversion of Public company to Private Company’ shall be pending for approval against the CIN.