Reduction of Share Capital (S.66)
Reduce share capital: SR + NCLT confirmation, creditors hearing, auditor certificate. Reduction of Share Capital (S.66) takes 7 steps over about 222 days and is filed with the ROC on RSC-1 and 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 Reduction of Share Capital (S.66)?
7 steps over about 222 days, filing RSC-1 and INC-28 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Board Approves Reduction | None | within 7 days |
| 2 | Pass Special Resolution | None | within 30 days |
| 3 | Obtain Auditor Certificate | None | within 14 days |
| 4 | File Application with NCLT | RSC-1 | within 30 days |
| 5 | Publish Creditors Notice | None | within 21 days |
| 6 | Obtain NCLT Confirmation Order | None | within 90 days |
| 7 | File INC-28 with ROC | INC-28 | within 30 days |
What are the steps, in order?
The 7 steps below run in order; the day counts show how long each one allows.
Board Approves Reduction
Board resolution approving the proposed reduction scheme.
Pass Special Resolution
Members pass SR for capital reduction.
Obtain Auditor Certificate
Auditor certifies accounting treatment for the reduction.
File Application with NCLT
File petition with NCLT for confirmation of reduction (RSC-1).
Publish Creditors Notice
Publish notice to creditors as directed by NCLT.
Obtain NCLT Confirmation Order
Attend NCLT hearing and obtain confirmation order.
File INC-28 with ROC
File certified copy of NCLT order with ROC.
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 Reduction of Share Capital (S.66) take?
About 222 days across 7 steps. The first step is: Board Approves Reduction.
Which MCA forms are filed for Reduction of Share Capital (S.66)?
RSC-1 and INC-28.
What does it cost if RSC-1 and INC-28 are filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Reduction of Share Capital (S.66) for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.