Merger (S.232)
Full merger of two companies: Board approval, NCLT, valuation, share exchange, dissolve transferor. Merger (S.232) takes 9 steps over about 320 days and is filed with the ROC on INC-28.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for Merger (S.232)?
9 steps over about 320 days, filing INC-28 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Conduct Due Diligence | None | within 30 days |
| 2 | Obtain Valuation Report | None | within 21 days |
| 3 | Board Approval (Both Companies) | None | within 14 days |
| 4 | File NCLT Application | None | within 30 days |
| 5 | Creditor & Member Meetings | None | within 45 days |
| 6 | Obtain NCLT Merger Order | None | within 90 days |
| 7 | Implement Share Exchange | None | within 30 days |
| 8 | File INC-28 with ROC | INC-28 | within 30 days |
| 9 | Pay Stamp Duty | None | within 30 days |
What are the steps, in order?
The 9 steps below run in order; the day counts show how long each one allows.
Conduct Due Diligence
Comprehensive due diligence of both companies.
- Financial due diligence completed
- Legal due diligence completed
- Tax due diligence completed
Obtain Valuation Report
Valuation by registered valuer to determine share exchange ratio.
Board Approval (Both Companies)
Boards of both companies approve the merger scheme.
File NCLT Application
File application with NCLT for directions.
Creditor & Member Meetings
Hold meetings as per NCLT directions. 75% approval required.
Obtain NCLT Merger Order
NCLT issues order sanctioning the merger.
Implement Share Exchange
Issue shares to transferor shareholders as per exchange ratio.
File INC-28 with ROC
File NCLT order and all merger documents.
Pay Stamp Duty
Pay applicable stamp duty on the merger.
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does Merger (S.232) take?
About 320 days across 9 steps. The first step is: Conduct Due Diligence.
Which MCA form is filed for Merger (S.232)?
INC-28.
What does it cost if INC-28 is filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Merger (S.232) for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.