Fast Track Merger
Overview – Fast Track Merger
Fast Track Merger is a simplified and expedited process of merging two companies, primarily designed for small companies or wholly-owned subsidiaries, as per the provisions of the Companies Act, 2013. This process allows companies to merge without the need for extensive regulatory approvals, such as approvals from the National Company Law Tribunal (NCLT), making it quicker and more cost-effective.
The Fast Track Merger route helps companies consolidate their operations efficiently, reduce administrative overheads, and streamline business functions. It is especially useful for intra-group restructuring, allowing smooth transfer of assets and liabilities from the transferor to the transferee company.
At Cardiff Services, we guide you through every step of the Fast Track Merger, ensuring compliance with legal provisions, timely filings with the Registrar of Companies (RoC), and hassle-free completion.
Features – Fast Track Merger
Applicable to Small Companies and Wholly Owned Subsidiaries
Designed specifically for mergers involving small companies or wholly-owned subsidiaries.No NCLT Approval Required
Simplified process without the need for National Company Law Tribunal sanction.Quicker and Cost-Effective
Reduces time and expenses compared to regular merger procedures.Board and Shareholders’ Approval
Requires approval from Boards and shareholders through resolutions.Simplified Documentation
Lesser regulatory formalities and streamlined paperwork.Filing with Registrar of Companies (RoC)
Mandatory filings such as Form MGT-7 and Form INC-28 are required.Efficient Restructuring Tool
Useful for intra-group restructuring and consolidation.Transfer of Assets and Liabilities
All assets and liabilities of transferor company get transferred to transferee company.Ensures Legal Compliance
Adheres to the provisions of the Companies Act, 2013.Preserves Continuity
Ensures business continuity with minimal disruption.
Documents Required – Fast Track Merger
Board Resolutions of both companies approving the merger
Shareholders’ resolutions approving the merger (special resolution if required)
Draft Scheme of Merger signed by authorized representatives
Financial statements and audit reports of both companies
No Objection Certificate (NOC) from secured creditors, if any
Valuation report (if applicable)
Copy of Memorandum and Articles of Association of both companies
Details of shares held by shareholders in the transferee company
Filing forms: Form MGT-7 (Annual Return), Form INC-28 (Application for merger approval)
Affidavit from the companies confirming compliance with the conditions for Fast Track Merger
KYC documents of directors and key stakeholders (if required)
Any other approvals or consents as per sectoral requirements
Procedure – Fast Track Merger
Eligibility Check
Confirm that the companies involved qualify as small companies or wholly-owned subsidiaries eligible for Fast Track Merger.
Board Meeting and Approval
Convene Board Meetings of both companies to approve the proposed merger.
Pass necessary Board Resolutions.
Draft Scheme of Merger
Prepare a draft Scheme of Merger outlining the terms, transfer of assets, liabilities, and share exchange ratio (if applicable).
Shareholders’ Approval
Obtain shareholders’ approval through ordinary or special resolutions as per legal requirements.
Obtain No Objection Certificates (NOC)
Secure NOCs from secured creditors, if any, to avoid disputes.
Prepare Required Documents
Compile all necessary documents including financial statements, audit reports, MoA, AoA, and KYC details.
File Forms with RoC
File Form MGT-7 (Annual Return) and Form INC-28 (Application for merger approval) with the Registrar of Companies.
RoC Review and Approval
Registrar of Companies reviews the application and documents submitted.
Issuance of RoC Approval
Upon satisfaction, RoC grants approval and the merger is legally sanctioned.
Implementation of Merger
Transferor company’s assets, liabilities, and business are transferred to the transferee company as per the scheme.
Update statutory registers accordingly.
Intimation to Stakeholders
Notify stakeholders, creditors, and regulatory bodies about the merger completion.
Post-Merger Compliance
Comply with any post-merger filings and reporting requirements.
With Cardiff Services, your Fast Track Merger is executed smoothly, ensuring compliance and timely completion.
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms