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Merger of Two Private Limited Companies: Decoding section 233 of Companies Act, 2013

Merger of Two Private Limited Companies: Decoding Section 233 of Companies Act, 2013 

Two or more small companies, holding company and its wholly owned subsidiary company or such other class of companies as may be prescribed may enter into a scheme of merger or amalgamation under section 233 of the Companies Act, 2013.

Following steps needs to be followed:-

a. A notice to be given to the registrar and official liquidator inviting their objections or suggestions within 30 days by the transferor & transferee company.

b. In the General meetings, the objections or suggestions raised by the registrar or official liquidator should be considered and the scheme should be passed by atleast 90% shareholders.

c. Declaration of solvency needs to be filed by each of the companies with the respective registrars.

d. Then the transferee company needs to file the approved scheme to the Central Government, registrar and official liquidator.

e. If no objection is raised, the Central Government may register the scheme  and give a confirmation to the companies.

f. The transferor company will be dissolved with effect from the registration of the scheme without going into the process of winding-up.

g. The effect of registration of the scheme is that all the property or liability of the transferor company becomes the property or liability of the transferee company.

h. An application for revised Authorised capital needs to be filed by the transferee company with the registrar with the requisite fees for that increase of the authorized capital.

In case you are interested in merging your companies, then please feel free to call our expert team at 033-40015813, +91 9330560978 or email us at

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