CONVERSION OF COMPANIES


PUBLIC COMPANY INTO PRIVATE COMPANY:-
Ø  A public company can by passing a special resolution in an Extra Ordinary General Meeting of shareholders alter its article of association to include the restriction imposed on a private company i. e
o   Restriction on free transfer of shares
o   Limits maximum number of members upto 50 members
o   Prohibits public subscription of shares
Ø  Prior approval of SEC is required
Ø  A certified coy of SEC order confirming alteration together with printed copy of altered memorandum and article shall be filed with the registrar within 90 days of order
Ø  New certificate of incorporation is required.



PRIVATE COMPANY TO PUBLIC COMPANY:-
Ø  A private company can by passing a special resolution at an Extra Ordinary General Meeting of shareholders alter its article to exclude the following restrictions,
o   Restriction on free transfer of shares
o   Limitation of membership upto 50 members
o   Prohibition of invitation to public subscription of shares.
Ø  When a private company choose to become a public company it will have to comply with all the provisions of Company Ordinance 1984 applicable to a public company.
Ø  A private company shall within 14days of becoming a public company is required to file with the registrar,
o   Prospectus (if it is a listed company),or
o   Statement in leu of prospectus (if it is an unlisted company),and
o   A copy of special resolution
Ø  Following also must be complied with ,
o   Minimum number of members and directors
§  3 in case of listed company
§  7 in case of unlisted company

o   Deletion of word “Private” from its name.

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