Form INC-28: Notice of Order of Court, Tribunal or Other Authority

What INC-28 is used for

Many corporate actions are not complete until the authority's order is registered with the Registrar. INC-28 is the generic form for that. The section under which the order was passed determines the deadline, but most provisions fix 30 days from receipt of the certified copy.

Common situations where INC-28 is filed are listed below. In each case, attach the certified copy of the order, not a downloaded or uncertified version. If the order directs specific steps, such as publishing a notice or filing pending returns, keep evidence of those steps ready because the Registrar may ask for it.

• Regional Director's order confirming a shift of registered office between states (Section 13)
• NCLT order sanctioning a scheme of merger, demerger or amalgamation (Section 232)
• NCLT order confirming reduction of share capital (Section 66)
• NCLT order restoring a struck-off company (Section 252)
• Orders on compounding of offences or condonation of delay
• Orders of other courts affecting the company's registration

Fees

The normal fee follows the nominal-capital slabs of the Companies (Registration Offices and Fees) Rules, 2014, from ₹200 for capital below ₹1 lakh to ₹600 for ₹1 crore and above. A company without share capital pays ₹200. Late filing attracts the standard additional fee multiples, starting at 2x for delays up to 30 days and rising to 12x beyond 180 days.

Restoration orders need particular care

For a company restored by the NCLT under Section 252, filing INC-28 is what brings the company's status back to active on the MCA records. The order usually comes with conditions, such as filing all pending annual returns and financial statements within a set period and paying costs. Delay in filing INC-28 delays the company's ability to file anything else.

Similarly, a merger scheme takes effect for registration purposes only when the order is filed with each Registrar concerned. Transferor and transferee companies each file their own INC-28, and the transferor's dissolution is reflected once the filings are taken on record.

Penalties and consequences

Penalties for late filing depend on the provision under which the order was passed. For example, Section 232(5) requires filing within 30 days of the order, and failure attracts consequences under the Act. Where no specific penalty is set, Section 450 applies: ₹10,000 for the company and each officer in default, plus ₹1,000 per day of continuing default, capped at ₹2 lakh for the company and ₹50,000 for an officer.

Common mistakes

Errors include attaching an uncertified order, entering the wrong order date, choosing the wrong section in the form and filing only for one of several companies covered by a scheme. Where the order requires other follow-up filings, such as INC-22 after a registered office shift, remember to file those as well. Refogo's partner professionals can prepare INC-28 and connected filings for a fixed fee.

Step by step

1. 1Obtain certified copy

   Apply to the NCLT, court or authority for a certified copy of the order.

2. 2Note the deadline

   Check the section for the filing period, typically 30 days from receipt.

3. 3Fill INC-28

   Select the section, enter order details and date of receipt.

4. 4Attach the order

   Upload the certified copy and any connected documents.

5. 5Sign and pay

   A director or KMP signs with DSC and the fee is paid.

6. 6File follow-up forms

   Complete any other filing the order requires, such as INC-22.