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Sec 233 Merger
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Section 233 · Companies Act 2013

Fast Track Merger
Registration in India

India's trusted advisory for Fast Track Merger under Section 233 — a simplified, cost-effective route for amalgamation of small companies and holding-subsidiary entities, without NCLT approval. From scheme drafting to the Regional Director's confirmation order.

✦ Section 233 Specialists ✦ No NCLT Approval ✦ Scheme to RD Order ✦ 60–120 Day Timeline
0
Days — Scheme to INC-28 Filing
0%
Member & Creditor Consent Threshold
0
NCLT Approvals Required
0+
Years Combined Advisory Experience
Fast Track Merger Section 233 Filing Scheme Drafting Exchange Ratio Valuation CAA-10 Filing GNL-1 Filing INC-28 Filing Regional Director Approval ROC Liaison Post-Merger Compliance Fast Track Merger Section 233 Filing Scheme Drafting Exchange Ratio Valuation CAA-10 Filing GNL-1 Filing INC-28 Filing Regional Director Approval ROC Liaison Post-Merger Compliance
Overview

What is a Fast Track Merger?

A Fast Track Merger is a simplified amalgamation procedure introduced under Section 233 of the Companies Act, 2013 and the CAA Rules 2016, effective 15th December 2016. It allows small companies, holding-subsidiary pairs, and start-up companies to merge without approaching the National Company Law Tribunal (NCLT).

Instead of NCLT, the scheme is confirmed by the Regional Director — eliminating court-convened meetings and public advertisement requirements, while still requiring member consent of at least 90% and creditor consent of 90% in value.

JurisTatva guides promoter groups, holding companies and their subsidiaries, and eligible start-ups through the complete process — scheme drafting, valuation coordination, statutory filings and RD liaison — with a structured, time-bound advisory approach.

Fast Track Merger at a Glance
Governing provision
§233
Confirming authority (no NCLT)
RD
Member consent threshold
90%
Creditor consent threshold (value)
90%
Objection window before ROC
30 Days
Typical scheme-to-INC-28 timeline
60–120 Days
Why JurisTatva

Fast Track Merger Advisory Partner

We combine deep Section 233 expertise with an integrated team of Company Secretaries, lawyers and registered valuers — under one roof, start to finish.

Section 233 Specialists
Deep, focused expertise in fast track merger compliance — from draft scheme to Regional Director confirmation, without the complexity of the NCLT route.
Time-Bound Execution
30-day ROC objection windows, 7-day filing deadlines and RD follow-up — every statutory timeline is tracked so nothing slips.
Integrated Advisory Team
Company Secretaries, lawyers and registered valuers working in tandem for seamless scheme drafting, valuation and merger formalities.
End-to-End Filing
Every step streamlined from AOA review to Form INC-28 filing — CAA-10, GNL-1 and RD liaison all managed within statutory timelines.
Pan-India ROC Liaison
Complete communication with the Registrar of Companies across jurisdictions, including objection-window management and query resolution.
Post-Merger Compliance
Transferor dissolution, asset transfer documentation and ongoing compliance support — a full-lifecycle partner beyond the merger order.
Core Services

Everything You Need, Under One Roof

Comprehensive advisory for Section 233 fast track mergers — small companies, holding-subsidiary amalgamations, and start-up restructuring.

01
Scheme Drafting
Comprehensive merger scheme preparation per Section 233 and CAA Rules 2016, covering objects, exchange ratio, and post-merger structure.
Draft SchemeBoard ResolutionsCAA Rules 2016
02
Exchange Ratio Valuation
Independent valuation by two or more registered valuers to determine a fair exchange ratio for the merging entities' shareholders.
Registered ValuersFairness OpinionExchange Ratio
03
MCA Form Filing
Form CAA-10 (Declaration of Solvency), GNL-1 (scheme filed with ROC), and INC-28 (RD order filed with ROC) — all statutory forms managed end-to-end.
CAA-10GNL-1INC-28
04
ROC Communication
Complete liaison with the Registrar of Companies including the 30-day objection window management and prompt query resolution.
Objection WindowQuery HandlingROC Liaison
05
RD Approval Support
Regional Director submission, follow-up, and confirmation order management — the defining step that replaces NCLT approval under Section 233.
RD SubmissionConfirmation OrderFollow-Up
06
Post-Merger Compliance
Transferor company dissolution, asset transfer documentation, statutory record updates and ongoing compliance support after the merger is effective.
DissolutionAsset TransferCompliance
Our Process

Merger in 9 Structured Steps

A proven, transparent 9-step procedure fully compliant with Section 233 and CAA Rules 2016 — from AOA review to filing of the Regional Director's order, typically within 60–120 days.

1
Step 1 · Pre-condition
Review Articles of Association
Both companies must examine their AOA to verify the merger is permissible. If it isn't, the AOA is altered via special resolution before proceeding further.
AOA ReviewSpecial Resolution (if needed)
2
Step 2 · Valuation Needed
Prepare Draft Scheme of Merger
Companies jointly prepare a comprehensive draft scheme covering the merger objects, effective date and post-merger structure. The exchange ratio is evaluated by at least two independent registered valuers.
Draft SchemeExchange RatioRegistered Valuers
3
Step 3 · Board Approval
Convene Board Meeting
A board meeting is convened to approve the scheme, authorise signatories, and obtain the Statement of Assets & Liabilities along with the Auditor's Report.
Board ResolutionStatement of Assets & LiabilitiesAuditor's Report
4
Step 4 · 30-Day Window
Issue Notice & Declaration of Solvency
Notice inviting objections is issued, giving 30 days for responses. A Declaration of Solvency (Form CAA-10) is filed with the ROC, and the meeting notice is dispatched 21 clear days prior.
Form CAA-1030-Day Objection Notice21-Day Meeting Notice
5
Step 5 · Creditor Consent
Obtain Written Approval from Creditors
A creditors' meeting is convened for both companies, and written authorisation is obtained from creditors representing at least 90% in value.
Creditors' Meeting90% Value Consent
6
Step 6 · 90% Threshold · Critical Step
Obtain Member Consent at General Meeting
The defining statutory threshold of Section 233 — the scheme must be approved by members holding at least 90% of the total number of shares of both the transferor and transferee companies. Strict compliance is required; our pre-review process ensures the resolution and voting record meet the threshold cleanly.
General Meeting90% Member ConsentVoting Record
7
Step 7 · 7-Day Deadline
File Draft Scheme with Authorities
Within 7 days of the meetings, the scheme is filed with the Regional Director, the ROC (Form GNL-1), and the Official Liquidator, typically via speed post as prescribed.
Form GNL-1Regional DirectorOfficial Liquidator
8
Step 8 · RD Confirmation
Approval by Regional Director
If no objections are received within 30 days, ROC approval is presumed. The Regional Director then confirms the scheme, or refers it to the NCLT if it is not considered to be in the public interest.
RD ConfirmationPresumed ROC ApprovalNCLT Referral (if needed)
9
Step 9 · Form INC-28
File Approved Scheme with ROC
The Regional Director's order is filed in Form INC-28 within 30 days. The merger becomes legally effective and the transferor company stands dissolved without the need for a formal winding-up process.
Form INC-28Merger EffectiveTransferor Dissolved
Advantages

Benefits of a Fast Track Merger

Section 233 was specifically introduced to reduce regulatory burden and expedite business restructuring for eligible entities.

No NCLT Approval Required
Unlike a regular merger, a fast track merger does not require NCLT approval — significantly reducing regulatory burden and procedural complexity.
Less Cost & Fewer Filings
Fewer regulatory filings, no court fees, and lower professional costs compared to the standard NCLT-route merger.
No Court-Convened Meeting
No requirement for court-directed shareholders' or creditors' meetings — reducing procedural complexity substantially.
No Public Advertisement
No obligation to issue a public advertisement inviting objections to the scheme, saving both time and cost.
Cross-Jurisdiction Ease
Enables companies to merge efficiently even when registered under different ROC jurisdictions across India.
Reduced NCLT Burden
Companies avoid prolonged tribunal proceedings that can otherwise take years to conclude, keeping restructuring on schedule.
Document Checklist

Documents Required for Fast Track Merger

All filings are submitted electronically via the MCA portal. Our team manages the entire workflow end-to-end.

Scheme & Corporate Documents
Draft Scheme of Merger
Prepared jointly per Section 233 and CAA Rules 2016
Articles & Memorandum of Association
Of both transferor and transferee companies
Certificate of Incorporation
Of both merging companies
Board Resolution Approving Scheme
Passed by both companies' boards
Member Resolution (90% Threshold)
General meeting resolution meeting the statutory threshold
Financial & Valuation
Latest Audited Financial Statements
Of both companies, forming the basis for the scheme
Statement of Assets & Liabilities
Prepared as of a date close to the board meeting
Auditor's Report on Assets & Liabilities
Independent auditor certification
Valuation Report
From 2 or more independent registered valuers
Material Details Statement
Summarising key terms of the scheme for members
Statutory Forms & Director KYC
Form CAA-10 — Declaration of Solvency
Filed with the ROC before the general meeting
Form GNL-1 & Form INC-28
Scheme filing and RD order filing with the ROC
Notice to ROC & Official Liquidator
Filed within 7 days of the general meeting
PAN, Aadhaar / Passport & DSC
Identity proof and Digital Signature Certificate of all directors
Written Consent from Directors
Along with address proof of directors

Ready to Simplify Your Merger?

Our Section 233 specialists respond within 2 hours. Get a free consultation with zero obligation — from scheme drafting to RD confirmation.

FAQs

Frequently Asked Questions

Everything you need to know about Fast Track Merger under Section 233 — answered by our experts.

Small companies merging with each other, a holding company merging with its wholly-owned subsidiary, and start-up companies are eligible for the Section 233 fast track route. It is not available if any inquiry, inspection or investigation is pending against the company.

A Section 233 fast track merger typically takes 60 to 120 days, from scheme drafting to filing Form INC-28, depending on Regional Director processing time and whether any objections are raised within the 30-day window.

The draft scheme, AOA and MOA of both companies, audited financial statements, a valuation report from two or more registered valuers, and MCA forms CAA-10, GNL-1 and INC-28 are the core documents required. Our team drafts and coordinates these on your behalf.

No. A fast track merger under Section 233 does not require NCLT approval — confirmation is given instead by the Regional Director, which makes the process faster and less expensive than a regular Sections 230–232 merger route.

The scheme must be approved by members holding at least 90% of the total number of shares, and by creditors representing 90% in value, of both the transferor and transferee companies. This threshold is strictly enforced by the Regional Director.

A regular merger under Sections 230–232 requires NCLT approval, court-convened meetings and public advertisement. A Section 233 fast track merger skips NCLT entirely, requires no court-convened meeting and no public advertisement, and is confirmed instead by the Regional Director — reducing both cost and timeline.

Still have questions? Talk to our experts →

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