Section 233 Fast-Track Parent-Subsidiary & Small Company Mergers
Expedited administrative amalgamation of holding and wholly-owned subsidiaries, or between two or more small companies, approved directly by the Regional Director (RD), Registrar of Companies (ROC), and Official Liquidator (OL) without lengthy NCLT trials.
Section 233 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
Republic of India (Central Portal)
3 to 5 Business Days
Why This Statutory Filing Is Required
Expedited administrative amalgamation of holding and wholly-owned subsidiaries, or between two or more small companies, approved directly by the Regional Director (RD), Registrar of Companies (ROC), and Official Liquidator (OL) without lengthy NCLT trials.
Who This Service Is For & Statutory Eligibility
Mergers between: (a) Holding company and its wholly-owned subsidiary, (b) Two or more small companies (capital ≤ ₹4 Cr & turnover ≤ ₹40 Cr), (c) Startups merging with another startup or small company.
Prerequisites & Mandatory Documents Checklist
- Draft Scheme of Amalgamation specifying swap ratio, transfer date, and vesting of assets/liabilities
- Audited financial statements and latest unaudited financials (not older than 6 months) for both companies
- Solvency declaration in Form CAA-10 approved by Board and verified by statutory auditors
- List of creditors and members with total value of outstanding claims
- Valuation report by Registered Valuer determining fair share exchange ratio (where applicable)
- Board resolutions approving scheme and authorizing statutory submissions
Step-by-Step Portal Execution Procedure
- Step 1: Convene Board Meetings of transferor and transferee companies; approve draft scheme and Form CAA-10
- Step 2: Send notice of proposed scheme in Form CAA-9 to ROC and Official Liquidator inviting objections (30 days)
- Step 3: Convene separate meetings of members (requiring 90% approval) and creditors (requiring 9/10th value consent)
- Step 4: Transferee company files approved scheme in Form CAA-11 with Regional Director, ROC, and OL
- Step 5: Regional Director examines scheme; if no objections, issues final Confirmation Order in Form CAA-12
- Step 6: File Form INC-28 on MCA V3 within 30 days of receiving CAA-12 confirmation order to effectuate merger
Transparent Pricing & Statutory Cost Architecture
Section 233 Fast-Track Parent-Subsidiary & Small Company Mergers
Calibrated at 9% below prevailing market fee (₹36,000). Complete professional drafting, compilation, verification, and portal upload.
- Independent Chartered Accountant / Company Secretary Verification
- Electronic Form Pre-Scrutiny & Error Reconciliation
- Digitally Signed Portal Upload with SRN Acknowledgement Delivery
Government Fees & Disbursements
Government Statutory Fee: Form CAA-11 filing fee: ₹2,000 on MCA portal; Form INC-28 fee: ₹200 to ₹600; State stamp duty on transfer order based on state stamp enactments.
Statutory Penalties for Non-Compliance
Carrying out amalgamation without statutory approval renders asset transfers void, exposes directors to civil penalties for unauthorized reduction of capital under Section 66, and triggers severe stamp duty evasion penalties (up to 10x stamp duty) under state stamp laws.