Company · Structural change
Can we merge two group companies without going to NCLT?
The short answer
Certain group structures can merge without a full NCLT process — the Section 233 fast-track route covers small companies, startups, and holding-subsidiary pairs. The scheme goes through member and creditor approval, notice to the ROC and Official Liquidator, and Regional Director confirmation. Once the order is effective, INC-28 is filed within 30 days.
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Scheme notice to ROC/OL, member+creditor approval, RD confirmation — the fast-track route for small companies, startups and holding-WOS pairs
Section 233, Companies Act 2013 read with Rule 25, CAA Rules 2016
The sequence
- 1Confirm eligibility under Section 233 for the fast-track merger route
- 2Prepare the scheme, issue notice to the ROC and Official Liquidator, and seek member and creditor approval
- 3Obtain Regional Director confirmation of the scheme
- 4File INC-28 within 30 days of the NCLT or Central Government order becoming effective
Do it with us — or check it yourself first
Questions founders actually ask
Who qualifies for the fast-track route?
Section 233 covers mergers between small companies, startups, and holding company–wholly owned subsidiary pairs — subject to the conditions in the Act and the CAA Rules.
Do we still need regulatory approval?
Yes. The scheme requires notice to the ROC and Official Liquidator, approval from members and creditors, and confirmation from the Regional Director.
When is INC-28 filed?
Within 30 days of the NCLT or Central Government order becoming effective, under Sections 230 to 232 of the Companies Act.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.