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
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.
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 |
The 9 steps below run in order; the day counts show how long each one allows.
Comprehensive due diligence of both companies.
Valuation by registered valuer to determine share exchange ratio.
Boards of both companies approve the merger scheme.
File application with NCLT for directions.
Hold meetings as per NCLT directions. 75% approval required.
NCLT issues order sanctioning the merger.
Issue shares to transferor shareholders as per exchange ratio.
File NCLT order and all merger documents.
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.
About 320 days across 9 steps. The first step is: Conduct Due Diligence.
INC-28.
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.