Setting Up of Business, Industrial and Labour Laws · Conversion of Business Entities

Procedure, Filings and Registrar's Role in Conversion of a Company

Updated 11 October 2026 · Fact-checked

Conversion means a registered company changes its class, such as private to public. The board approves it, members pass a special resolution altering the memorandum and articles, and the company files with the Registrar. The Registrar closes the old registration and issues a fresh certificate of incorporation. Some conversions also need Central Government approval.

Understand Procedure, Filings and Registrar's Role in Conversion

A company can change its class without winding up. Section 18 allows a company of any class to convert itself into a company of another class by altering its memorandum and articles. The company stays the same legal person in substance, and its past dealings carry over.

The work is done through alteration. The memorandum is altered under section 13. The articles are altered under section 14. Both need a special resolution. So conversion is not a separate process. It is a set of alterations followed by an application to the Registrar.

The Registrar's role is to check and register. Section 14(2) provides for the Registrar to register the alteration of the articles. Section 18(2) is a separate provision. On the company's application, the Registrar must be satisfied that the provisions of the Chapter on incorporation have been complied with. The Registrar then closes the former registration and issues a certificate of incorporation in the same manner as the first registration.

Section 18(3) protects outsiders. Conversion does not affect any debts, liabilities, obligations or contracts incurred before it. They can be enforced as if the conversion had not happened.

The Act also adds approvals in specific cases. The conversion of a public company into a private company is not valid unless the Central Government approves it by order, on an application in the prescribed form and manner. A change of name needs the Central Government's written approval. That approval is not needed where the only change is deleting or adding the word "Private" consequent on the conversion of one class of company to another.

Key rules to remember

Conversion by alteration (Section 18(1)): Conversion = alteration of memorandum + alteration of articles + Registrar's registration; A company of any class registered under the Act may convert itself into a company of another class.
Alteration of memorandum (Section 13(1)): Special resolution + compliance with Section 13 procedure; Subject to section 61. An alteration has no effect until it is registered (Section 13(10)).
Alteration of articles (Section 14(1)): Special resolution, subject to the Act and the memorandum; This includes alterations that convert a private company into a public company or the reverse.
Private to public by dropping restrictions: Articles no longer contain private company restrictions → company ceases to be private from the date of alteration; This is the first proviso to Section 14(1).
Public to private: Special resolution + Central Government order approving the alteration; Without the order, the alteration is not valid (second proviso to Section 14(1)).
Name change on conversion (Section 13(2)): No Central Government approval if the only change is deletion or addition of the word "Private" consequent on conversion of one class of company to another; Any other name change needs written approval. It takes effect only on the fresh certificate (Section 13(3)).
Filing of altered articles (Section 14(2)): Within 15 days: alteration, copy of the Central Government order (where there is one), printed altered articles; The Registrar registers them. Once registered, they are valid as if originally in the articles (Section 14(3)). The 15 days apply to this filing.
Filing for memorandum (Section 13(6)): File the special resolution; also the Central Government approval if the name changes; Saves section 64. The text of section 13(6) states no time period for this filing.
Registrar's action on conversion (Section 18(2)): On the company's application: close former registration → register documents → issue certificate of incorporation as on first registration; This is separate from the registration of altered articles under Section 14(2). The Registrar acts once satisfied that the Chapter's provisions are complied with.
Effect on past liabilities (Section 18(3)): Debts, liabilities, obligations and contracts are unaffected; They are enforced as if no conversion had occurred.

How to solve Procedure, Filings and Registrar's Role in Conversion questions

Use this order for any procedure question on conversion. It keeps your answer in the sequence an examiner expects.

1Identify the conversion: which class to which class, for example private to public or public to private.
2State the authority: Section 18 permits conversion by altering the memorandum and articles.
3Give the internal steps: board meeting to approve the proposal, fix the date and approve notice; then a general meeting with a special resolution altering the memorandum (Section 13) and articles (Section 14).
4Add any special approval: for public to private, the Central Government order; for a name change beyond the word "Private" on conversion, written approval.
5List the filings: under Section 13(6), the special resolution (and the Central Government approval if the name changes), for which no period is stated in the text; and under Section 14(2), the alteration of articles with any Central Government order and a printed copy of the altered articles, within 15 days.
6State the Registrar's role: the Registrar registers the alteration. On the company's application under Section 18(2), after being satisfied, the Registrar closes the former registration and issues a fresh certificate of incorporation as on first registration.
7Conclude with the effect: an alteration has no effect until registered, and past debts and contracts continue to be enforceable (Section 18(3)).

Quickest way: Resolution, approval, filing, certificate

When to use it: Use this when you have limited time and the question asks you to list the procedure.

Write: Board meeting, then special resolution at a general meeting.
Write: Alter memorandum (s.13) and articles (s.14).
Write: Approval needed? Public to private needs Central Government order.
Write: File the special resolution with the Registrar (s.13(6)); file altered articles and any Central Government order within 15 days (s.14(2)).
Write: On the company's application, Registrar closes old registration and issues a fresh certificate (s.18(2)).
Close with s.18(3): past liabilities are unaffected.

Common mistakes in Procedure, Filings and Registrar's Role in Conversion

Saying conversion needs only a board resolution.
Students remember the board meeting step and forget that members must approve changes to the constitution.
Fix: Write that the board approves and recommends, but the alteration of the memorandum and articles needs a special resolution of members.
Claiming Central Government approval is needed for every conversion.
Students over-generalise from the public-to-private rule.
Fix: Say approval is mandatory for public to private under Section 14. For private to public, only the usual alterations and filings apply, subject to the name rules.
Saying a name change always needs Central Government approval, even when only the word "Private" is dropped.
Section 13(2) states the general rule and its proviso is easy to miss.
Fix: Quote the proviso: no approval is needed where the only change is deleting or adding the word "Private" because of conversion.
Treating conversion as effective on passing the special resolution.
Students link legal effect with the meeting date.
Fix: State that alteration has no effect until registered (Section 13(10)), and that a name change is effective only on the fresh certificate (Section 13(3)).
Stating that debts and contracts lapse after conversion.
Students confuse the closing of the old registration with the end of the company.
Fix: Quote Section 18(3): liabilities and contracts are enforceable as if the conversion had not been done.
Giving the wrong time limit for filing altered articles.
Several filing periods appear in the Act, and students mix them up.
Fix: Link 15 days to Section 14(2), the filing of altered articles. The Registrar's 30-day certification applies to objects alterations under Section 13(9).

Worked examples

Example 1

Sunrise Foods Private Limited wants to become a public company. Explain the procedure up to the Registrar's role, citing the relevant sections.

Show the solution

Provision: Section 18(1) allows a company of one class to convert into another by altering its memorandum and articles. Section 14(1) expressly covers alterations that convert a private company into a public company.
Board meeting: the board approves the proposal, fixes the date of the general meeting and approves the notice with the explanatory statement.
General meeting: members pass a special resolution altering the articles under Section 14, removing the private company restrictions. The memorandum is also altered under Section 13, including the name by deleting the word "Private", for which no Central Government approval is needed under the proviso to Section 13(2).
Filing: the company files the special resolution with the Registrar under Section 13(6); the text of that sub-section states no time limit. It files the altered articles with a printed copy within 15 days under Section 14(2). No Central Government order is involved here because the conversion is private to public. The Registrar registers the alteration.
Registrar's role on conversion: the company applies to the Registrar under Section 18(2). After satisfying himself that the relevant provisions are complied with, the Registrar closes the former registration and issues a certificate of incorporation as in the first registration.
Effect: the name change is complete only on the fresh certificate of incorporation (Section 13(3)), and under Section 18(3) existing debts and contracts continue.

Answer: Sunrise Foods converts by board approval, a special resolution altering the memorandum and articles, filing with the Registrar, and, on its application under Section 18(2), the Registrar's issue of a fresh certificate of incorporation. Past liabilities are unaffected.

Example 2

Bharat Textiles Limited, a public company, wants to become a private company. A director says the special resolution is enough. Is the director correct?

Show the solution

Provision: Section 14(1) allows a company to alter its articles by special resolution, including an alteration that converts a public company into a private company.
Condition: the second proviso to Section 14(1) says such an alteration is not valid unless approved by an order of the Central Government, on an application in the prescribed form and manner.
Application: so the special resolution alone does not complete the conversion. The company must apply and obtain the Central Government's order.
Filing: under Section 14(2), the alteration and a copy of the order are filed with the Registrar with a printed copy of the altered articles within 15 days. The Registrar registers them.
Validity and certificate: once registered under Section 14(2), the alteration is valid as if originally in the articles (Section 14(3)). Section 18(2) separately provides that, on the company's application for conversion, the Registrar closes the former registration and issues a certificate of incorporation.

Answer: The director is not correct. A special resolution is needed, but the conversion is not valid without the Central Government's order approving it.

Exam tips

Write the procedure in numbered order: board, special resolution, approval if required, filing, Registrar's certificate.
Cite section numbers beside each step. Use 13 for memorandum, 14 for articles and 18 for conversion.
For public to private, always mention the Central Government order. Examiners look for it.
Add Section 18(3) as your last line. It shows you know the effect on past liabilities.
Use the company's name from the question and finish with a one-line conclusion.

Practice questions from Conversion of Business Entities

Procedure, Filings and Registrar's Role in Conversion in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

CMA FinalConversion of Companies

Procedure, Filings and Registrar's Role in Conversion: frequently asked questions

Which special resolution is needed for conversion of a company?

The company passes a special resolution to alter its articles under Section 14 and its memorandum under Section 13. Both alterations are needed because conversion is done by altering the memorandum and articles.

Does the Registrar issue a new certificate of incorporation on conversion?

Yes. Under Section 18(2), the Registrar closes the former registration and issues a certificate of incorporation in the same manner as the first registration. This happens on the company's application, once he is satisfied that the provisions are complied with.

Is Central Government approval needed to change the name on conversion?

Not if the only change is adding or deleting the word "Private" because of conversion. For any other name change, written approval is needed under Section 13(2).

Within how many days must altered articles be filed?

Section 14(2) requires the alteration, with a copy of the Central Government order where applicable and a printed copy of the altered articles, to be filed with the Registrar within fifteen days.

Do the company's debts end when it converts?

No. Section 18(3) says debts, liabilities, obligations and contracts incurred before conversion are not affected and can be enforced as if the conversion had not happened.