Form INC-27: Complete Guide to Conversion of Company Type (Public to Private, Unlimited to Limited)
Form INC-27 is the web form filed with the Registrar of Companies (RoC) for conversion of the type, category, or class of a company. It is governed by Sections 4, 5, 8, 14 and 18 of the Companies Act, 2013 read with Rules 33, 37, 39 and 41 of the Companies (Incorporation) Rules, 2014.
INC-27 covers four distinct conversion scenarios:
- Conversion of a private company into a public company
- Conversion of a public company into a private company (subject to special resolution and approval of the competent authority)
- Conversion of an unlimited liability company into a company limited by shares or guarantee
- Conversion of a company limited by guarantee into a company limited by shares
Who Should File INC-27 / When is it Filed
Any company undertaking one of the four conversions above must file INC-27 after passing the requisite special resolution (and, for public-to-private conversion, after obtaining approval from the competent authority).
Important Checkpoints Before Filing
- Company must have a valid and approved CIN
- DSC attached to the webform, eMOA, and eAOA must be registered on the MCA portal against the DIN/PAN/Membership number provided
- Applicant must be registered as a Business User on the MCA portal
- A valid SRN of Form MGT-14 must be available
- For conversion of public to private company: a valid, approved SRN of Form RD-1 must be available
- For condonation of delay: a valid, approved SRN of Form CG-1 must be available
- No other INC-27, or RD-1 for ‘Conversion of Public company to Private Company’, should be pending approval against the same CIN
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. INC-27”
- Fill up the application, including details of creditors/claims (S#, amount due, nature of debt) — can be entered directly or via downloadable Excel template and “Import”
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within 15 days of SRN generation for upload, and 7 days of upload for payment, or due date + 2 days, whichever is earlier)
- Receive acknowledgement
Field-Level Instructions
Field 1: Application For
Selecting the conversion type drives the applicable time limit for filing (see table below) and which attachments become mandatory.
Time Limits by Conversion Type
| Conversion Type | Event Date | Time Limit for Filing |
|---|---|---|
| Private company → Public company | Date of passing the special resolution | 15 days |
| Public company → Private company | Date of receiving the RD order | 15 days |
| Unlimited liability company → Limited liability company | Date of passing the special resolution | 45 days |
| Company limited by guarantee → Company limited by shares | Date of passing the special resolution | 30 days |
Declaration Date
The declaration date must be ≤ system date and ≥ the company’s date of incorporation.
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Copy of Newspaper publication | Mandatory for conversion of unlimited liability company into a company limited by shares or guarantee |
| Copy of Statutory Auditor’s Certificate | Mandatory for the same conversion types above |
| Optional attachments (up to 5) | Optional |
- Format: PDF or JPG; each attachment up to 2 MB
Signing Requirements
- Digitally signed by two authorised signatories (DIN entered in both signatory fields must be different)
- Certification: Chartered Accountant / Company Secretary (in whole-time practice), with membership or Certificate of Practice number
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (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 |
Companies without share capital: ₹200
Additional (Delay) Fee
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form INC-27 is processed in Non-STP mode — every application is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the time limit for converting a private company to a public company? 15 days from the date of passing the special resolution.
Q2. Is Regional Director approval required for converting a public company into a private company? Yes — a valid, approved SRN of Form RD-1 must be quoted while filing INC-27.
Q3. What triggers the newspaper publication and auditor’s certificate requirement? Conversion of an unlimited liability company into a company limited by shares or guarantee.
Q4. Is INC-27 processed automatically? No, it is always processed in Non-STP mode with manual RoC review.
Q5. What if there is a delay beyond the prescribed time limit? Condonation of delay requires a valid, approved SRN of Form CG-1 before INC-27 can be filed.
Q6. Is a valid MGT-14 SRN required for INC-27? Yes, since the conversion is effected pursuant to a special resolution that must first be filed in MGT-14.
Disclaimer
This article is based on the official Instruction Kit for Form INC-27 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.