INC-28 (filing of a court, tribunal or authority order)
The filing by which a company puts a certified copy of an approval or order from a court, tribunal, Regional Director or the Central Government on the Registrar's record.
RD order shifting the office within a State
Counted from receipt of the certified copy of the Regional Director's order approving the shift of the registered office from one Registrar's jurisdiction to another within the same State
- MCA
- MCA event filings
- INC-28
- 2026-09-01
INC-28 does not have one deadline. The window depends on which order is being filed, and it is 30 days for most of them but 15 days for a Regional Director's order converting a public company into a private company. Each window runs from receipt of the certified copy of the order or the approval, so identify the order type before counting.
Guidance that gives INC-28 a single 30-day window is wrong for one order type that matters. Rule 41(9) of the Incorporation Rules gives only 15 days for filing a Regional Director's order approving conversion of a public company into a private company. The other four windows confirmed for this lane are all 30 days.
Deadlines counted from an event
Within 30 days of the date the certified copy of the order is received, under rule 28(3) of the Incorporation Rules.
Within 30 days of the date the certified copy of the order is received, under rule 31 of the Incorporation Rules.
Within 30 days of the date the order is received, under rule 40(4) of the Incorporation Rules.
Within 30 days of receipt of the order of confirmation, under rule 25(7) of the Compromises, Arrangements and Amalgamations Rules, filed with the Registrar having jurisdiction over the transferee and transferor companies.
Within 15 days of the date the approval is received, under rule 41(9) of the Incorporation Rules. This is the one window in this family that is not 30 days.
The rule
Within 30 days of the date the certified copy of the order is received, under rule 28(3) of the Incorporation Rules.
Within 30 days of the date the certified copy of the order is received, under rule 31 of the Incorporation Rules.
Within 30 days of the date the order is received, under rule 40(4) of the Incorporation Rules.
Within 30 days of receipt of the order of confirmation, under rule 25(7) of the Compromises, Arrangements and Amalgamations Rules, filed with the Registrar having jurisdiction over the transferee and transferor companies.
Within 15 days of the date the approval is received, under rule 41(9) of the Incorporation Rules. This is the one window in this family that is not 30 days.
Who must comply
- Every company that receives a Regional Director's order confirming a shift of its registered office within a State
- Every company that receives a Central Government order approving transfer of its registered office from one State to another
- Every company that receives an order changing its financial year under section 2(41)
- Every transferor and transferee company in a fast-track merger confirmed under section 233(7)
- Every public company that receives a Regional Director's approval of its conversion into a private company
Statutory basis
- Companies (Incorporation) Rules, 2014, rule 28(3)
- Companies (Incorporation) Rules, 2014, rule 31
- Companies (Incorporation) Rules, 2014, rule 40(4)
- Companies (Incorporation) Rules, 2014, rule 41(9)
- Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, rule 25(7)
- section 14
- MCA e-filing page for Form INC-28
Before you file
- Identify which provision the order was made under. The window depends on it.
- Get the certified copy of the order or the approval.
- Record the date the certified copy was received. This date starts the window.
- Prepare the altered memorandum or articles where the order approves an alteration.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form INC-28.
- Select the section or rule under which the order was made.
- Enter the date of the order and the date the certified copy was received.
- Attach the certified copy of the order.
- Attach the altered memorandum or articles where the order approves an alteration.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form within 15 days for a public-to-private conversion order, and within 30 days for the other orders in this family.
If you miss it
Section 450 sets the penalty where the Act and its rules provide none for the specific default: ₹10,000 on the company and on every officer in default, and a further ₹1,000 for each day the contravention continues, capped at ₹2 lakh for the company and ₹50,000 for an officer in default.
- Until the order is filed, the Registrar's record does not reflect it, so the change the order approved is not effective on the register even though the approval exists
- Section 14(2) requires the alteration of articles and a copy of the approving order to be filed with a printed copy of the altered articles, and the Registrar registers the change only on that filing
Recent changes affecting this
Common questions
Is INC-28 always due in 30 days?
No. A Regional Director's order approving conversion of a public company into a private company is filed within 15 days under rule 41(9). The registered-office, financial-year and fast-track-merger orders are 30 days.
What starts the clock?
Receipt of the certified copy of the order or the approval, not the date the order was passed. Those two dates can be days apart.
Is INC-28 used for a condonation order under section 87?
Yes. Rule 12(3) of the Charges Rules has the Central Government's order under section 87 filed with the Registrar in INC-28, on the conditions the order stipulates.