• Unlisted companies: Two or more unlisted companies (excluding Section 8 companies) can now merge using the fast-track route, provided they meet specific financial criteria:
• Aggregate outstanding loans, debentures, or deposits must not exceed ₹200 crore.
• There must be no default in the repayment of these debts.
• An auditor’s certificate (in new Form CAA-10A) confirming compliance with these conditions is required.

Holding and Subsidiary Companies: Streamlined Mergers and Amalgamations

• The fast-track route is now available for mergers between a holding company and its subsidiary, or between two or more subsidiaries of the same holding company. The transferor company in these mergers must be unlisted.

Cross-Border Mergers and Reverse Flip Provisions

•  Fast-track mergers have been clarified for a foreign holding company merging into its wholly owned Indian subsidiary, also known as a “reverse flip”.

Procedural Changes and Compliance Under Rule 25 Amendment

• Notices to regulators: For regulated companies (e.g., by RBI, SEBI, or IRDAI), a notice of the proposed scheme must be issued to the relevant sectoral regulator for objections. Listed companies must also notify stock exchanges.
• Fast-track route for demergers: The amendment clarifies that the fast-track mechanism can also be used for schemes of demerger or division of undertakings under Section 232(1)(b).
• Revised time limit for filing: The time limit for filing a copy of the scheme with the Central Government has been extended from 7 to 15 days following the conclusion of the members’ or creditors’ meeting.
• Updated forms: Forms CAA-9, CAA-10, CAA-11, and CAA-12 have been substituted with updated versions to align with the new requirements.

Impact of Fast-Track Corporate Restructuring Rules 2025 on Ease of Doing Business

Rationale and impact
These amendments are part of the government’s broader “ease of doing business” initiative, as outlined in the Union Budget 2025-26. By expanding the scope of fast-track mergers, the MCA aims to achieve the following:

• • Reduce burden on NCLT: Many merger applications that previously required approval from the National Company Law Tribunal (NCLT) can now be handled administratively by the Regional Director.
  • Simplify restructuring: The new rules will provide a faster, more efficient, and cost-effective pathway for corporate restructuring, particularly for smaller and unlisted companies.
  • Enhance flexibility: The changes encourage intra-group and cross-border restructuring, helping companies to streamline their corporate structures more easily.

Strategic Advantages of Rule 25 Amendment for Businesses

The Fast-Track Corporate Restructuring Rules 2025 are expected to significantly enhance the efficiency of corporate restructuring  in India. By providing a simplified framework for mergers and amalgamations, the Rule 25 amendment allows companies—particularly unlisted entities and holding-subsidiary structures—to complete restructuring processes more quickly and cost-effectively. The inclusion of cross-border mergers, such as reverse flips, further broadens the scope for international business consolidation under the Companies Act 2013.

Companies can now leverage the fast-track route not only for mergers but also for demergers and divisions of undertakings, reducing reliance on prolonged tribunal approvals. The updated procedural requirements, including timely notices to sectoral regulators and revised forms like CAA-9 through CAA-12, ensure compliance while maintaining transparency. This streamlined process also encourages intra-group restructuring, enabling corporate groups to optimize their operational and financial structures.

Overall, the Fast-Track Corporate Restructuring Rules 2025 are aligned with the government’s broader ease of doing business objectives. By cutting administrative hurdles, reducing NCLT caseloads, and allowing more flexible corporate realignments, these amendments create a clear, practical, and legally robust pathway for companies seeking growth, consolidation, or strategic reorganization. For businesses planning mergers and amalgamations under the Companies Act 2013, understanding and leveraging the Rule 25 amendment  is now more critical than ever to ensure fast, compliant, and effective restructuring.