Form INC-27: Conversion of a Company from One Type to Another
Private ⇄ Public Conversion Under Sections 14 & 18

Form INC-27 is the application filed with the Registrar for the conversion of a company from one type to another under the Companies Act. Its most common uses are converting a private company into a public company and converting a public company into a private company, both of which turn on altering the company's articles under Section 14. It also covers certain conversions under Section 18, such as a change in the liability status of a company. In each case, the form records the conversion and the altered constitution with the Registrar.

A conversion changes what kind of company the entity is, and with it the rules that apply. A private company that becomes public takes on the ability to raise capital from the public and, in time, to list, along with heavier compliance. A public company that becomes private sheds some of that compliance and closes its ownership. Because the change is fundamental, it needs a special resolution and, in one direction, the approval of the Regional Director, and INC-27 is the point at which it is formally recorded.

N D Savla & Associates is a firm of Chartered Accountants and Company Secretaries in Mumbai that handles company conversions end to end as part of our incorporation and change services, covering the process for converting a private company to a public company and back. The focus is practical: choosing the conversion that suits the business, meeting the requirements of the new type, obtaining the right approvals, and filing INC-27 correctly.

Converting a private company to a public company is the more straightforward direction. The company alters its articles to remove the three private company restrictions — the cap on members, the restriction on transferring shares, and the prohibition on inviting the public — and drops the word Private from its name. This is done by a special resolution, which is filed in MGT-14. Before the conversion takes effect, the company must meet the public company requirements: at least seven members and three directors. Form INC-27 is then filed with the Registrar, and on approval a fresh certificate of incorporation is issued with the new name and public status. No Regional Director approval is needed in this direction.

Converting a public company to a private company is more involved, because it restricts the transferability of shares that a public company's shareholders enjoy, so the law requires an outside check. The company passes a special resolution to alter its articles, adding the private company restrictions, and to add the word Private to its name. It must then apply to the Regional Director for approval of the conversion, publishing a notice and giving creditors and members an opportunity to object. Only once the Regional Director confirms the conversion is INC-27 filed, along with INC-28 recording the order, and the fresh certificate issued with the new name and private status. It is a process that takes longer and needs to be planned.

A conversion is a significant corporate step, and the two directions could hardly be more different: private to public turns on a special resolution and meeting the public company minimums, while public to private adds Regional Director approval, a newspaper notice, and creditor objections. Getting the process wrong for the direction costs time and can stall the change. We match the process to the conversion: we advise on whether it suits the business, help meet the requirements of the new type, prepare the resolutions and altered articles, handle any Regional Director application, and file MGT-14 and INC-27 within their timelines, obtaining the fresh certificate at the end.

Because we handle this alongside the company's wider compliance, the conversion is completed cleanly and the entity's continuity is preserved. For a company changing its type in either direction, this means a conversion done correctly and without avoidable delay.