Rule 25 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 25 sets out how a fast-track merger under section 233 runs: which companies can use it, the notice inviting objections, the declaration of solvency, the filing after the meetings, and the confirmation order or reference to the Tribunal. It was widened and reworked by the 2025 amendment. This article reads it as amended up to G.S.R. 603(E) dated 4 September 2025 per the MCA e-book; later amendments should be checked. The rule itself speaks of the Central Government, and that is the term used below.
A scheme under section 233 is open to two or more start-ups, a start-up and a small company, qualifying unlisted companies, a holding and its subsidiary, subsidiaries of one holding company, and a foreign holding company merging into its wholly owned Indian subsidiary. The notice is in CAA.9, the solvency declaration in CAA.10, and the scheme is filed in CAA.11 within fifteen days after the meetings. The CAA.12 confirmation follows if no objection is sustained, with deemed approval after sixty days; otherwise the matter goes to the Tribunal in CAA.13.
Rule 25(1) and (1A): notice and eligible classes
Rule 25(1) says the notice of the proposed scheme under section 233(1)(a), inviting objections or suggestions from the Registrar, the official liquidator or persons affected, is in Form CAA.9. By a proviso, where a company is regulated by a sectoral regulator such as the Reserve Bank of India, SEBI, IRDAI or PFRDA, the notice also goes to that regulator, and for listed companies to the stock exchanges, for objections or suggestions within the period specified in section 233(1)(a). Our format note on the notice inviting objections in CAA-9 shows the layout.
Rule 25(1A) lists the classes of companies that may merge under section 233:
| Clause | Class |
|---|---|
| (i) | Two or more start-up companies |
| (ii) | One or more start-up companies with one or more small companies |
| (iii) | One or more unlisted companies (not a section 8 company) with one or more unlisted companies (not a section 8 company), where every company has outstanding loans, debentures or deposits not exceeding two hundred crore rupees in aggregate and no default in repaying them, on a day not more than thirty days before the date of the section 233(1)(a) notice and on the date of filing the scheme |
| (iv) | A holding company and a subsidiary company, listed or unlisted, but this clause does not apply where the transferor company or companies are listed |
| (v) | One or more subsidiaries of a holding company with one or more other subsidiaries of the same holding company, where the transferor company or companies are not listed |
| (vi) | A transferor foreign holding company with its wholly owned Indian subsidiary as transferee, as referred to in rule 25A(5) |
"Start-up company" means a private company incorporated under the Companies Act, 2013 or the Companies Act, 1956 and recognised under the notification G.S.R. 127(E) of 19 February 2019 of the Department for Promotion of Industry and Internal Trade. For clause (iii), a certificate from the auditor that the company meets the conditions is filed in Form CAA-10A along with the copy of the approved scheme. The rule's Illustration to clause (v) shows a chain A, B, C and D, where B is wholly owned by A and C and D sit below it: C and D are subsidiaries of the same holding company A, and schemes among any combination of the four are covered, subject to the clause.
Rule 25(2) and (3): the solvency declaration and the meeting notice
Under rule 25(2), the declaration of solvency under section 233(1)(c) is filed by each company in the scheme in Form CAA.10, as an attachment to Form GNL-1, with the fee under the Registration Offices and Fees Rules, 2014, before convening the meeting of members and creditors. The notice of the meeting under rule 25(3) is accompanied by the statement referred to in section 230(3) read with rule 6(3), the CAA.10 declaration and a copy of the scheme.
If you are working out whether your group qualifies under clause (iii), (iv) or (v), our legal due diligence team can check the position against the rule.
Rule 25(4): filing after the meetings
Rule 25(4)(a) says the transferee company shall, within fifteen days after the conclusion of the meeting of members or creditors, file the scheme as agreed, with the report of the result of each meeting and the report of the registered valuer, in Form CAA.11 as an attachment to Form RD-1, with the Central Government, with the fee under the Registration Offices and Fees Rules, 2014. A proviso adds that for a company covered by the sectoral-regulator proviso, a statement on how the regulator's or exchange's objections or suggestions were addressed in the scheme is attached. Under rule 25(4)(b), the scheme and CAA.11 are also filed with the Registrar in Form GNL-1 with the fee, and with the official liquidator by hand delivery, registered post or speed post.
Rule 25(5) and (6): confirmation or reference
| Situation | What the rule says |
|---|---|
| No objection or suggestion within thirty days of receipt of the scheme from the Registrar and official liquidator, and the scheme is in the public interest or the interest of creditors | Confirmation order in Form CAA.12 within fifteen days after those thirty days (25(5)) |
| Government issues no confirmation within sixty days of receipt | Deemed that it has no objection and a confirmation order shall be issued (proviso to 25(5)) |
| Objections received but not sustainable, scheme in the public or creditors' interest | Confirmation order in CAA.12 within thirty days after the thirty days (25(6)(a)) |
| Government's opinion, on the objections or otherwise, that the scheme is not in the public interest or creditors' interest | Application to the Tribunal in Form CAA.13 within sixty days of receipt, asking it to consider the scheme under section 232 (25(6)(b)) |
| No confirmation order and no application within sixty days of receipt | Deemed no objection and a confirmation order shall be issued (proviso to 25(6)) |
Rule 25(7) to (9): filing the order and other points
- Order filed (25(7)). The confirmation order of the Central Government or the Tribunal under section 233(7) is filed with the Registrar in Form INC-28, with the fee, within thirty days of its receipt.
- Choice of route (25(8)). Companies falling under section 233 may, at their discretion, instead take the scheme under sections 230 to 232, including where the condition in section 233(1)(d) is not met. The route is described in our note on section 233: fast-track merger.
- Division and transfer (25(9)). The rule applies with the necessary changes to a scheme of division or transfer of an undertaking under section 232(1)(b), and the Central Government may make provisions of the kind in section 232(3)(a) to (j) so far as applicable.
Tax treatment is outside this rule: see our income-tax guides.
Example
Pinewood Agro Private Limited, a start-up, and Hillcrest Retail Private Limited, a small company, plan a merger under clause (ii). Both file CAA.10 with GNL-1 before the meetings. Pinewood, as transferee, files CAA.11 with RD-1 on the twelfth day after the meetings and sends copies to the Registrar and the official liquidator. No objection arrives within thirty days, and CAA.12 follows; the order goes to the Registrar in INC-28 within thirty days of receipt.
Need help with a fast-track merger?
Eligibility, certificates, declarations and the filing chain all have to line up before the notice goes out. Our team can check the facts and prepare the filings through legal due diligence.
Key takeaways
- Rule 25(1A) lists the classes of companies that may use the fast-track route, including holding and subsidiary and sister subsidiaries within the stated conditions.
- Notice is in CAA.9; regulated companies also notify their regulator and, if listed, the exchanges.
- The CAA.10 declaration of solvency is filed before the meetings.
- CAA.11 is filed within fifteen days after the meetings with RD-1, with copies to the Registrar and the official liquidator.
- Confirmation is in CAA.12; the Tribunal route is CAA.13; sixty days of silence means deemed no objection.
Read next
- Rules 18–24: section 232 mergers and CAA-7
- Rule 25A: cross-border mergers
- Section 233: fast-track merger
- Notice inviting objections in CAA-9: format
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.