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IndianTaxPert — Simplifying Business Registration & Compliance in India | Company Incorporation • LLP Formation •
A company limited by guarantee can be converted into a Private Limited Company with Share Capital under Section 18 of the Companies Act, 2013. This conversion allows your company to distribute profits, issue shares, and raise investments legally.
At Indian Taxpert, we provide complete end-to-end support for converting your guarantee company into a Private Limited Company with proper ROC filings and legal compliance.
Timeline for Guarantee Company to Pvt Ltd Conversion (45–60 Days)
22–25 Days
Special Resolution Approval
Board Meeting and Extraordinary General Meeting (EGM) are conducted to pass a Special Resolution approving conversion and alteration of MOA & AOA.
5–7 Days
ROC Filing
File Form MGT-14 and INC-27 with revised MOA/AOA, CA solvency certificate, and directors’ declarations.
15–20 Days
ROC Examination
The Registrar of Companies reviews all submitted documents to ensure compliance with the Companies Act, 2013.
3–5 Days
Approval & New Certificate
After approval, ROC issues a fresh Certificate of Incorporation confirming conversion into a Private Limited Company.
✅ Overview: Guarantee to Share Capital Company Conversion
Convert your non-profit guarantee structure into a profit-oriented Private Limited Company. This conversion allows dividend distribution, share issuance, and equity funding opportunities.
Indian Taxpert handles board resolutions, statutory filings, MOA/AOA drafting, and ROC approvals to ensure a smooth transition.
💡 This conversion transforms a guarantee-based company into a share capital structure, enabling investor participation and business expansion.
Eligibility Criteria for Conversion
Before conversion, the company must meet the following requirements:
Share Capital Clause
MOA must include a share capital clause. If missing, it must be added via Special Resolution.
Special Resolution Approval
Members must approve conversion with a 75% majority vote in an EGM.
No Compliance Defaults
All annual returns and financial statements must be filed with ROC.
No Financial Defaults
No defaults in deposits, debentures, or interest payments. Solvency must be declared.
Guarantee Equals Share Capital
Total share capital must match the total guarantee amount provided by members.
Revised MOA & AOA
MOA and AOA must be updated as per Private Limited Company format.
Convert Guarantee to Pvt Ltd Company
Documents Required for Conversion
Revised Memorandum of Association (MOA)
Updated Articles of Association (AOA)
Directors’ Solvency Declaration
Chartered Accountant Solvency Certificate
Registered Valuer Report
Members List with Shareholding Pattern
Board Resolution for Conversion
Special Resolution Copy
EGM Notice with Explanatory Statement
Step-by-Step Conversion Process
Step 1
Conduct Board Meeting
Approve conversion proposal and call EGM for members’ approval.
Step 2
Obtain CA Solvency Certificate
Chartered Accountant certifies financial solvency and valuation report.
Step 3
Issue EGM Notice
Send notice with agenda and explanatory statement to all members.
Step 4
Hold EGM & Pass Special Resolution
Members approve conversion and alteration of MOA & AOA.
Step 5
File Form MGT-14
Submit Special Resolution and altered MOA/AOA to ROC within 30 days.
Step 6
Directors’ Declaration
Directors declare company solvency and confirm no financial defaults.
Step 7
File Form INC-27
Submit conversion application with all required attachments to ROC.
Step 8
ROC Review
ROC verifies submitted documents and may raise queries for clarification.
Step 9
Receive New Certificate of Incorporation
ROC issues fresh COI confirming Private Limited Company status.
Step 10
Post-Conversion Compliance
Update statutory records, banks, GST, and issue share certificates.
