Form INC-28: Complete Guide to Notice of Order of the Court, Tribunal, or Any Other Competent Authority
Form INC-28 is the web form filed with the Registrar of Companies to notify an order passed by a Court, Tribunal, or any other competent authority. It is filed pursuant to a wide array of provisions — including Sections 12(6), 13(7), 48(4), 58(5), 87, 111(3), 66(5), 230(8), 232, 233(7), 234, 237, 252(2) and 441 of the Companies Act, 2013; several sections of the (erstwhile) Companies Act, 1956; and Sections 7, 9, 10, 12A, 22(3), 31, 33, 54 and 59(8) of the Insolvency and Bankruptcy Code, 2016.
A company, or an Interim Resolution Professional (IRP), Resolution Professional (RP), liquidator, or any other person acting under such an order, must notify the order of the Court, Tribunal, or competent authority to the RoC through this webform. Its uses span matters as varied as change of registered office, compromise/arrangement schemes, mergers, reduction of capital, and orders under the IBC.
Who Should File INC-28 / When is it Filed
The company concerned, or the IRP/RP/liquidator/other authorised person, must file INC-28 to place the relevant Court, Tribunal, NCLT, or competent authority order on record with the RoC, typically within 30 days of the date the order was passed (60 days for IFSC companies).
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing the webform
- The company must be registered with MCA and hold a valid CIN, or a valid Foreign Company Registration Number (FCRN) as applicable
- Signatories must hold an approved DIN or valid PAN or Membership number, as applicable
- The business user must be associated with, or authorised by, the company to e-file on its behalf
- The DSC attached must be registered on the MCA portal against the relevant DIN/PAN/Membership number
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. INC-28 (Notice of Order of the Court or Tribunal or any other competent authority)”
- Enter/search/select CIN/FCRN
- Fill up the application, specifying the relevant section/purpose and attaching the certified copy of the order
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory (company representative, IRP/RP/liquidator, or other authorised person) whose DIN/PAN/Membership number is registered on the MCA portal
Fee Structure
Normal Fee
| Company Type | Basis | Fee (INR) |
|---|---|---|
| Indian company with share capital | Nominal share capital, per slab below | 200 – 600 |
| Indian company without share capital | Flat | 200 |
| Foreign company | Flat | 6,000 |
Nominal Share Capital slabs (companies with share capital):
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Additional (Delay) Fee
Event date: date of passing of the order; time limit: 30 days (60 days for IFSC companies).
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form INC-28 is processed in Conditional STP mode:
- For change of registered office from one RoC to another within the same state (Section 12(6)), and change of registered office from one state to another (Section 13(7)), the webform is processed in STP mode — taken on record electronically without further processing, and with no provision for resubmission.
- However, even for these two purposes, the webform reverts to Non-STP mode if the SRN of Form CG-1 is entered in the relevant field, or if ‘Yes’ is selected for “whether penalty involved.”
- For all other purposes, the webform is processed in Non-STP mode with manual review.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Who can file INC-28? The company itself, or an IRP/RP/liquidator/other authorised person acting under the relevant order.
Q2. What kinds of orders are notified through INC-28? Orders relating to matters like change of registered office, schemes of compromise/arrangement, mergers, reduction of capital, winding up, and various IBC proceedings.
Q3. Is INC-28 always processed automatically? No — only two specific purposes (change of RoC within a state, and change of RoC across states) qualify for STP mode, and only if no CG-1 SRN is quoted and no penalty is involved; all other filings are Non-STP.
Q4. What fee applies to a foreign company filing INC-28? A flat fee of ₹6,000.
Q5. What is the filing deadline? Generally 30 days from the date the order was passed (60 days for IFSC companies), with escalating delay fees thereafter.
Disclaimer
This article is based on the official Instruction Kit for Form INC-28 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.