🔄 Fast Track Merger

⚖️ Simplifying Mergers for Small and Group Companies with Speed, Compliance, and Efficiency

The Fast Track Merger process under Section 233 of the Companies Act, 2013 provides a simplified route for mergers and amalgamations between small companies or holding and wholly-owned subsidiaries.

At KLS Advisors, we assist businesses in completing the entire merger process quickly and compliantly, ensuring smooth legal execution, minimal regulatory hurdles, and optimal tax structuring.

💡 What is a Fast Track Merger?

A Fast Track Merger allows eligible companies to merge without seeking approval from the National Company Law Tribunal (NCLT) — making it faster, cost-effective, and more efficient than a traditional merger.

The process is supervised by the Regional Director (RD), Registrar of Companies (ROC), and Official Liquidator (OL) instead of NCLT, resulting in faster completion.

🧩 Who Can Apply for Fast Track Merger?

The following types of companies are eligible:

• 🏢 Two or more small companies

• 🏠 Holding company and its wholly-owned subsidiary

• 💼 Startups or group companies meeting the prescribed criteria

A small company is one with:

• Paid-up share capital not exceeding ₹4 crores (post 2022 amendment)

• Turnover not exceeding ₹40 crores

⚙️ Process of Fast Track Merger

1️⃣ Board Meetings & Approval of Draft Scheme
 Both companies approve a draft merger scheme outlining share exchange ratios, valuation, and structure.

2️⃣ Issuance of Notices & Invitations for Objections
 Notice of the proposed scheme is sent to ROC, OL, and relevant authorities inviting objections or suggestions.

3️⃣ Approval by Shareholders & Creditors
 Approval by 90% shareholders and 9/10th creditors (in value) through meetings or written consent.

4️⃣ Filing with Regional Director (RD)
 If no objections are raised, the scheme is filed with the RD in Form RD-1 for final confirmation.

5️⃣ Issuance of Confirmation Order
 Once approved, the RD issues a confirmation order which is filed with ROC — officially completing the merger.

6️⃣ Post-Merger Compliance
 The merged entity updates statutory records, PAN, GST, and other registrations with the new structure.

📘 Documents Required

• Memorandum & Articles of Association (MOA & AOA) of both companies

• Board and shareholder resolutions

• Draft merger scheme

• Auditor’s certificate and valuation report

• Financial statements of merging entities

• Consent of creditors

• Declaration of solvency (Form CAA-10)

• NOC from ROC, OL, and RD (if applicable)

🧮 Key Advantages of Fast Track Merger

• ✅ No NCLT approval required — saving time and cost

• ⚡ Simplified procedure for small and group companies

• 📄 Less paperwork and fewer formalities

• 💰 Tax efficiency and streamlined business operations

• 🕒 Faster completion (typically within 3–5 months)

🌟 Why Choose KLS Advisors

• ⚖️ Experts in Corporate Restructuring & Legal Compliance

• 🧾 End-to-End Assistance — from Drafting to RD Approval

• 💼 Expert Coordination with ROC, OL, and RD Authorities

• 📅 Timely Execution and Post-Merger Compliance Support

• 💡 Strategic Structuring for Maximum Legal & Tax Benefits

🏁 Simplify Your Merger with Experts

At KLS Advisors, we make mergers smooth, strategic, and compliant.
Our experienced legal and financial professionals manage every step — from drafting and filings to final approvals — ensuring your merger delivers lasting business value.

📞 Contact Us: +91-9717720616
✉️ Email: info@klsadvisors.in
🌐 Website: www.klsadvisors.in