Format pack, 3 formats · FV08-L1

Cross-border Mergers and Demergers

How an Indian company merges with a foreign company in either direction: the Companies Act route (Tribunal or Regional Director), the RBI deemed approval and its conditions, the two-year clean-up windows, valuation, tax neutrality and stamp duty. Demergers are covered too, even though no statute quite provides for them.

Length
6 pages
Blanks to fill
89
Files
Word and PDF
Law stated to
16 September 2026

The 3 formats inside

  1. 1Board resolution approving a cross-border scheme of amalgamationCompanies Act s.230-234 / s.233 · Rule 25A · FEMA 389/2018-RB31 blanksOn its own₹149
  2. 2Certificate of compliance for deemed RBI approvalRegulation 9, FEMA 389/2018-RB · Rule 25A24 blanksOn its own₹149
  3. 3Cross-border merger checklist: from structure paper to the two-year clean-ups.234 · Rule 25A · FEMA 389/2018-RB37 blanksOn its own₹149

Read the opening

The first part of “Board resolution approving a cross-border scheme of amalgamation”, as it downloads. Blanks are highlighted.

Certified true copy of the resolution passed at the meeting of the Board of Directors of [Indian Company] held on [date] at [place / through video conferencing]

APPROVAL OF THE SCHEME OF AMALGAMATION OF [FOREIGN COMPANY] WITH [INDIAN COMPANY]

RESOLVED THAT pursuant to sections 230 to 232 and section 234 [/ section 233] of the Companies Act, 2013, rules 25A [and 25] of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended, the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 as amended by the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026, the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the Foreign Exchange Management (Overseas Investment) Rules, 2022 and the regulations and directions made thereunder, and all other applicable laws, and subject to the approval of the members and creditors of the Company as may be required, the sanction of the [National Company Law Tribunal, ___ Bench / Regional Director, ___ Region] (the “Competent Authority”), and such other approvals of any authority in India or in [foreign jurisdiction] as may be necessary, the draft Scheme of Amalgamation of [Foreign Company], a company incorporated under the laws of [jurisdiction] (the “Transferor Company”), with the Company (the “Transferee Company”), with an appointed date of [Appointed date of the Scheme], as placed before the Board and initialled by the Chairperson for identification (the “Scheme”), be and is hereby approved.

7 more paragraphs and tables follow in the full format.

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