MCA Form Guide
INC-28 — Amalgamation and Reconstruction
Quick answer: Filed with the ROC to implement the NCLT/Central Government order approving a merger, amalgamation, demerger, or arrangement under Section 230-232. The order is filed to give it legal effect on the register. Within 30 days of the NCLT/Central Government order becoming effective. ₹100/day on company for late filing.
Quick answer
Capital filings tend to follow share issuances, changes in structure, or the company’s first post-incorporation steps. They matter because cap table accuracy affects everything else downstream. Companies carrying out mergers, amalgamations, demergers, or schemes of arrangement approved by the NCLT or Central Government under Sections 230-232. For most founders, the fastest way to stay compliant is to map the filing trigger, gather the documents once, and then submit with the correct digital sign-off.
Who must file
Companies carrying out mergers, amalgamations, demergers, or schemes of arrangement approved by the NCLT or Central Government under Sections 230-232.
When to file
Within 30 days of the NCLT/Central Government order becoming effective.
Penalty note
₹100/day on company for late filing.
Filing portal
MCA portal at the official government filing system.
Evidence checklist
Shareholder approvals, allotment evidence, and capital structure records are usually needed before you file.
How to file
- 1
Confirm whether INC-28 is the correct filing for the event you are handling and that it matches the capital filing trigger.
- 2
Collect the supporting records that match INC-28: Shareholder approvals, allotment evidence, and capital structure records are usually needed before you file.
- 3
Prepare the form in the MCA portal, validate the entries against the company records, and make any final corrections before signing.
- 4
Upload the signed form, pay the applicable fee, and save the SRN and acknowledgement for audit tracking.
- 5
Store the filing evidence with your statutory records so the next cycle is faster and easier to review.
What this form is used for
Filed with the ROC to implement the NCLT/Central Government order approving a merger, amalgamation, demerger, or arrangement under Section 230-232. The order is filed to give it legal effect on the register. Capital filings tend to follow share issuances, changes in structure, or the company’s first post-incorporation steps. They matter because cap table accuracy affects everything else downstream. The purpose is usually either annual disclosure, a one-off event filing, or a statutory update tied to corporate records or regulatory reporting.
FAQ and compliance context
Who usually files INC-28?
Companies carrying out mergers, amalgamations, demergers, or schemes of arrangement approved by the NCLT or Central Government under Sections 230-232.
What is the deadline for INC-28?
Within 30 days of the NCLT/Central Government order becoming effective.
What happens if INC-28 is filed late?
₹100/day on company for late filing.
Can the filing be tracked after submission?
Yes. Keep the SRN, acknowledgement, and final uploaded PDF in your records for audit and ROC follow-up.
Is INC-28 a one-time or recurring filing?
This is a one-time filing tied to a specific corporate event. Once the event has occurred and the form is filed, it does not need to be refiled each year.
Which law or rule requires INC-28?
Section 230-232, Companies Act 2013
Why this one matters
Open this guide whenever the shareholding stack changes, because fixing capital records later is slower and more expensive.
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