Can A Public Limited Company Convert To A Private Limited Company Or Vice Versa?

Yes, it is possible for a public limited company (PLC) to convert to a private limited company (Pte. Ltd.) or vice versa in Singapore. The conversion process involves certain legal procedures and regulatory requirements. Here's an overview of the conversion process for both scenarios:

Conversion from Public Limited Company (PLC) to Private Limited Company (Pte. Ltd.):

1. Shareholder Approval:

• The conversion must be approved by a special resolution passed by the shareholders of the PLC. A special resolution typically requires a majority vote of at least 75% of the shareholders present or represented by proxy at a general meeting.

2. Application to ACRA:

• After obtaining shareholder approval, the PLC needs to submit an application to the Accounting and Corporate Regulatory Authority (ACRA) to convert its status from a PLC to a Pte. Ltd.
• The application should include the necessary forms, supporting documents, and filing fees as required by ACRA.

3. Compliance with Requirements:

• The conversion process may involve fulfilling certain requirements, such as reducing the minimum number of shareholders from 50 (required for a PLC) to the minimum requirement of one (required for a Pte. Ltd.).
• The company must also update its Memorandum and Articles of Association (MAA) to reflect the change in status.

4. Approval and Issuance of Certificate:

• ACRA will review the application and supporting documents. If all requirements are met, ACRA will approve the conversion and issue a new Certificate of Incorporation reflecting the change in company status.

Conversion from Private Limited Company (Pte. Ltd.) to Public Limited Company (PLC):

1. Shareholder Approval and Compliance:

• Similar to the conversion from PLC to Pte. Ltd., the conversion from Pte. Ltd. to PLC requires obtaining shareholder approval through a special resolution.
• The company needs to ensure compliance with the requirements for a PLC, such as increasing the minimum number of shareholders to at least 50.

2. Application to ACRA:

• After obtaining shareholder approval, the company must submit an application to ACRA to convert its status from a Pte. Ltd. to a PLC.
• The application should include the necessary forms, supporting documents, and filing fees as required by ACRA.

3. Approval and Issuance of Certificate:

• ACRA will review the application and supporting documents. If all requirements are met, ACRA will approve the conversion and issue a new Certificate of Incorporation reflecting the change in company status.

It is important to note that the conversion process may involve additional steps and considerations, such as compliance with the Companies Act and any specific requirements outlined by ACRA. It is advisable to engage a professional service provider or seek legal advice to ensure a smooth and compliant conversion process.