How to File INC-28 for Court, NCLT or RD Orders (MCA V3 Guide)

How to File INC-28 for Court, NCLT or RD Orders (MCA V3 Guide)

If your company has recently been through a merger, a compounding of offence, a name change directed by an authority, a conversion, or any kind of litigation involving the NCLT, a court, or the Regional Director, there is a good chance you now have an order in hand that needs to reach the Registrar of Companies. That is exactly what Form INC-28 is for.

A lot of founders and even some company secretaries treat this as an afterthought, something to deal with once the "real" legal battle is over. That is a mistake. An order that is not properly filed with the ROC within the required time can create fresh compliance problems even after you have already won the underlying matter. This guide breaks down what INC-28 is, when it applies, and how to file it correctly on MCA V3.

What is INC-28 and When Does It Apply

INC-28 is the form used to file certain orders passed by a court, the National Company Law Tribunal (NCLT), the National Company Law Appellate Tribunal (NCLAT), the Central Government, or the Regional Director (RD), with the Registrar of Companies. It essentially formalises the ROC's official record of the order, so that MCA's master data and the company's own compliance history reflect what the order actually says.

INC-28 typically comes into play in situations such as:

• Orders relating to mergers, amalgamations, or demergers approved by the NCLT
• Orders for compounding of offences under the Companies Act, whether passed by the Regional Director or a competent court
• Orders directing a change in the company's name (for instance, where an existing name is found to be too similar to a registered trademark or another company's name)
• Orders relating to conversion of a company from one type to another, when such conversion is contested or requires tribunal approval
• Orders in restoration or revival cases, such as when a struck-off company is restored by NCLT direction
• Orders passed in oppression and mismanagement proceedings that affect the company's structure or management
• Any other order passed by a court, tribunal, or authority that the Companies Act requires to be filed with the ROC

Because the range of orders that can trigger an INC-28 filing is genuinely wide, and because the underlying legal matter is often complex, it is worth having a professional confirm whether your specific order needs to be filed through this form, and if so, within what timeframe.

Who Must File and the Applicable Timeline

The company to which the order pertains is generally responsible for filing INC-28 with the ROC. In compounding matters, this may also involve the officer or director named in the order, depending on how the compounding was structured.

Timeline: Orders are generally expected to be filed with the ROC within a prescribed period from the date of the order, or from the date a certified copy of the order is made available to the company, whichever is applicable to the specific type of order. Because these timelines can vary depending on the nature of the order (merger versus compounding versus name change, for example) and because procedural rules are periodically updated, please verify the exact applicable period for your specific order with a professional rather than assuming a single fixed number applies across all cases.

Missing this filing window is a bigger problem than many founders realise, because:

• It can delay the practical implementation of the order (for example, a merger order that has been passed by the NCLT but not filed with the ROC may not be reflected in the company's operative status)
• It can attract its own separate penalty for delay, independent of whatever the underlying legal matter already cost you
• It can create confusion in future compliance filings, audits, or due diligence exercises, where the absence of a filed order raises red flags

Documents Required for INC-28 Filing

• Certified copy of the order passed by the court, NCLT, NCLAT, RD, or Central Government (a plain photocopy is typically not sufficient; it needs to be a certified copy from the relevant authority or its registry)
• Covering letter or explanatory note, summarising what the order relates to and its key directions
• Company's CIN and constitutional documents, such as the Certificate of Incorporation and MOA/AOA, especially where the order affects the company's structure or name
• Board resolution authorising the filing, where applicable
• Details of the case or petition number, the bench or authority that passed the order, and the date of the order
• Digital Signature Certificate (DSC) of the authorised signatory, typically a director or company secretary
• Any compounding fee payment proof, if the order relates to compounding of an offence and a fee has been paid to the relevant authority separately from the MCA filing fee

Step-by-Step: How to File INC-28 on MCA V3

1. Obtain a certified copy of the order from the relevant court, NCLT bench, NCLAT, or RD office. This step often takes time, so start the process as soon as the order is pronounced rather than waiting for the written order to be informally circulated.

1. Log in to the MCA V3 portal using the company's registered filing credentials.

1. Ensure the company's DSC is active and linked to the profile of the authorised signatory who will sign the form.

1. Search for Form INC-28 among the available company e-forms on the portal.

1. Enter the company's CIN to auto-populate basic company details, and verify these carefully against the order.

1. Select the category of order being filed (for example, merger/amalgamation, compounding, name change, restoration, or other), since the form typically requires this classification.

1. Enter the order details, including the date of the order, the authority that passed it, and the case or petition reference number.

1. Upload the certified copy of the order along with any covering letter or supporting explanation.

1. Attach the board resolution, if applicable, authorising the company to file the order.

1. Affix the Digital Signature Certificate of the authorised signatory.

1. Pay the applicable government filing fee, and separately settle any compounding fee or other statutory fee directly payable to the concerned authority, if relevant, since these are often distinct from the MCA filing fee.

1. Submit the form and download the SRN as proof of filing.

1. Track the filing status on the portal to confirm the order has been taken on record, and follow up if any resubmission or clarification is requested.

Because orders filed through INC-28 often relate to complex legal proceedings, and because the classification of the order type affects how the form is completed, it is generally advisable to have a professional who is familiar with both the legal matter and the MCA V3 filing process handle this step, rather than treating it as a routine clerical filing.

Fees and Penalties in 2026 (Approximate, Please Verify)

• MCA filing fees for INC-28 generally follow the standard fee structure applicable to company e-forms, which can vary depending on factors such as the company's capital slab, so please confirm the current applicable fee on the portal at the time of filing
• Delayed filing beyond the prescribed period can attract additional fees, and in the case of orders like compounding or NCLT-approved schemes, delay can also have knock-on consequences for the practical effect of the order itself
• Separately, if the order itself involves a compounding fee, penalty, or other amount payable to the court, NCLT, or Regional Director, that amount is distinct from the ROC filing fee and must be paid according to the terms of the order
• Continued non-filing of an order that the law requires to be filed can, depending on the nature of the order, expose the company and its officers to further scrutiny or additional compliance consequences beyond the standard late fee

Because the fee structures, penalty provisions, and timelines applicable to INC-28 depend heavily on the type of order being filed and are subject to periodic revision, please treat these points as general guidance only and verify the specific figures applicable to your case with a professional before proceeding.

Common Mistakes to Avoid

• Waiting for the "formal" written order for too long without proactively following up with the court or tribunal registry to obtain the certified copy promptly
• Filing with an uncertified or incomplete copy of the order, which is a common reason for rejection or objection
• Misclassifying the type of order on the form, leading to processing delays
• Not distinguishing between the MCA filing fee and any separate compounding or statutory fee payable to the concerned authority, resulting in incomplete compliance even after the ROC filing is done
• Assuming the underlying legal matter is "closed" once the order is passed, without realising that the ROC filing is a distinct and necessary follow-up step
• Missing the internal step of passing a board resolution, where required, before proceeding with the filing
• Not retaining a copy of the SRN and filed form, which can become important during future audits, due diligence, or compliance checks
• Handling complex order types without professional guidance, particularly for mergers, restorations, or compounding matters where errors can have significant downstream consequences

Frequently Asked Questions

What kinds of orders specifically require an INC-28 filing?

INC-28 is used for a range of orders including those relating to mergers and amalgamations, compounding of offences, company name changes directed by an authority, conversions, restorations of struck-off companies, and certain other orders passed by a court, NCLT, NCLAT, RD, or the Central Government. Since the exact scope can be technical, it is best to confirm with a professional whether your specific order falls within this requirement.

Who is responsible for filing INC-28, the company or the individual named in the order?

Generally, the company is responsible for filing the order with the ROC. In matters involving compounding of an offence by an officer, there can be filing responsibilities connected to the individual as well, depending on how the order and the underlying proceeding were structured.

How soon after receiving the order should we file INC-28?

There is a prescribed period within which such orders are generally expected to be filed with the ROC, but the exact timeframe can vary depending on the type of order. Given how much this varies, please confirm the applicable deadline for your specific order type with a professional rather than relying on a general timeline.

What happens if we do not file the order with the ROC on time?

Late filing can attract additional fees, and depending on the nature of the order, it may also delay the practical effect of the order being reflected in the company's official records. In some cases, continued non-compliance can invite further scrutiny, so it is best not to delay this step once a certified copy of the order is available.

Do we need a certified copy, or is a regular copy of the order sufficient?

A certified copy from the relevant court, tribunal, or authority is generally required for filing. A plain or uncertified copy is typically not accepted, so it is important to request certified copies promptly once the order is passed.

Is there a separate fee apart from the MCA filing fee?

Yes, in some cases, particularly compounding matters, there may be a separate fee or penalty amount payable directly to the court, NCLT, or Regional Director as part of the order itself. This is distinct from the standard MCA filing fee for INC-28 and needs to be tracked and paid separately according to the order's terms.

Can INC-28 be filed for orders passed in an appeal, such as by the NCLAT?

Yes, orders passed by appellate authorities like the NCLAT, where relevant to the company's records with the ROC, can also be filed through this mechanism. As always, confirm the specific requirement and timeline applicable to appellate orders with a professional, since these can differ from first-instance orders.

What should we do if the order requires further follow-up filings besides INC-28?

Some orders, particularly those involving mergers, conversions, or capital restructuring, may trigger additional filings beyond INC-28, such as updates to the company's MOA, share capital records, or other statutory registers. It is advisable to have a professional map out the full set of follow-up compliance steps required by the order, rather than assuming INC-28 alone completes the process.

If you have a court, NCLT, or Regional Director order that needs to be filed with the ROC and are unsure of the process or the deadline, it is worth getting professional guidance quickly rather than risking additional penalties. Legal Suvidha offers a free compliance check to help you understand exactly what needs to be done next.

Why Founders Choose Legal Suvidha

For 14 years we have taken founders end-to-end — from choosing the right structure and incorporating, to first-year compliance, funding readiness, and ongoing ROC/GST/tax filings — so you never have to switch providers as you grow.

• One team for the whole journey — start, launch, post-launch and every annual filing after.
• Fixed, all-inclusive pricing — professional plus government fees itemised, no hidden charges.
• A dedicated CA/CS who owns your case and does not disappear after payment.
• 6,000+ founders served, 4.9/5 rating, DPIIT-recognised, 100% online.

Talk to a Legal Suvidha expert today for a free consultation and an exact, transparent quote on WhatsApp (8130645164).