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Merger (S.232)

Full merger of two companies: Board approval, NCLT, valuation, share exchange, dissolve transferor

9 steps~320 days start to finishfiles INC-28
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The steps, in order

1

Conduct Due Diligence

Comprehensive due diligence of both companies.

within 30 days
  • Financial due diligence completed
  • Legal due diligence completed
  • Tax due diligence completed
2

Obtain Valuation Report

Valuation by registered valuer to determine share exchange ratio.

within 21 days
3

Board Approval (Both Companies)

Boards of both companies approve the merger scheme.

within 14 days
4

File NCLT Application

File application with NCLT for directions.

within 30 days
5

Creditor & Member Meetings

Hold meetings as per NCLT directions. 75% approval required.

within 45 days
6

Obtain NCLT Merger Order

NCLT issues order sanctioning the merger.

within 90 days
7

Implement Share Exchange

Issue shares to transferor shareholders as per exchange ratio.

within 30 days · document made for you
8

File INC-28 with ROC

File NCLT order and all merger documents.

within 30 days · files INC-28
9

Pay Stamp Duty

Pay applicable stamp duty on the merger.

within 30 days

Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.

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