Sections 289 and 290 of the Companies Act 2013: Company Liquidator Powers and Duties

Sections 289 and 290 form part of Chapter XX of the Companies Act, 2013 dealing with winding up. Section 289 has been omitted. Section 290 continues to set out the principal statutory powers and duties of a Company Liquidator where a company is wound up by the Tribunal.

Legal status checked: 17 September 2026

Important update: Section 289, titled "Power of Tribunal on application for stay of winding up", was omitted by section 255 and the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016. It should therefore not be presented as a currently operative power under the Companies Act, 2013.

Section 289 - Power of Tribunal on application for stay of winding up

Current position: Omitted with effect from 15 November 2016 by the Insolvency and Bankruptcy Code, 2016.

The former provision concerned an application to the Tribunal for stay of winding-up proceedings in the circumstances then specified by the Act. Because the section stands omitted, the former text should be treated as legislative history rather than as a current remedy under Section 289.

Section 290 - Powers and duties of Company Liquidator

Section 290 applies to a Company Liquidator in a winding up of a company by the Tribunal. The powers in sub-section (1) are subject to directions of the Tribunal, and sub-section (2) expressly places their exercise under the Tribunal's overall control. Sub-section (3) also requires the Company Liquidator to perform other duties that the Tribunal may specify.

In practical terms, Section 290 authorises the Company Liquidator to:
  • continue the company's business where necessary for beneficial winding up;
  • execute documents and use the company's seal when necessary;
  • sell property, actionable claims, or the undertaking as a going concern;
  • raise money on the security of company assets;
  • institute or defend civil or criminal proceedings for the company;
  • invite and settle claims and distribute sale proceeds according to statutory priorities;
  • inspect company records and returns held by the Registrar or another authority;
  • take steps concerning contributories, negotiable instruments, professional assistance and agents; and
  • seek orders or directions from the Tribunal necessary for winding up.

Text of Section 290

(1) Subject to directions by the Tribunal, if any, in this regard, the Company Liquidator, in a winding up of a company by the Tribunal, shall have the power--

(a) to carry on the business of the company so far as may be necessary for the beneficial winding up of the company;

(b) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose, to use, when necessary, the company's seal;

(c) to sell the immovable and movable property and actionable claims of the company by public auction or private contract, with power to transfer such property to any person or body corporate, or to sell the same in parcels;

(d) to sell the whole of the undertaking of the company as a going concern;

(e) to raise any money required on the security of the assets of the company;

(f) to institute or defend any suit, prosecution or other legal proceeding, civil or criminal, in the name and on behalf of the company;

(g) to invite and settle claim of creditors, employees or any other claimant and distribute sale proceeds in accordance with priorities established under this Act;

(h) to inspect the records and returns of the company on the files of the Registrar or any other authority;

(i) to prove rank and claim in the insolvency of any contributory for any balance against his estate, and to receive dividends in the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors;

(j) to draw, accept, make and endorse any negotiable instruments including cheque, bill of exchange, hundi or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if such instruments had been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business;

(k) to take out, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act necessary for obtaining payment of any money due from a contributory or his estate which cannot be conveniently done in the name of the company, and in all such cases, the money due shall, for the purpose of enabling the Company Liquidator to take out the letters of administration or recover the money, be deemed to be due to the Company Liquidator himself;

(l) to obtain any professional assistance from any person or appoint any professional, in discharge of his duties, obligations and responsibilities and for protection of the assets of the company, appoint an agent to do any business which the Company Liquidator is unable to do himself;

(m) to take all such actions, steps, or to sign, execute and verify any paper, deed, document, application, petition, affidavit, bond or instrument as may be necessary--

(i) for winding up of the company;

(ii) for distribution of assets;

(iii) in discharge of his duties and obligations and functions as Company Liquidator; and

(n) to apply to the Tribunal for such orders or directions as may be necessary for the winding up of the company.

(2) The exercise of powers by the Company Liquidator under sub-section (1) shall be subject to the overall control of the Tribunal.

(3) Notwithstanding the provisions of sub-section (1), the Company Liquidator shall perform such other duties as the Tribunal may specify in this behalf.

Meaning of key terms

Tribunal: In this context, the Tribunal is the National Company Law Tribunal exercising jurisdiction under the Companies Act, 2013.

Company Liquidator: The expression refers to the liquidator appointed in accordance with the Companies Act for winding up by the Tribunal. Section 290 defines the operational powers available to that liquidator, subject to Tribunal supervision.

Beneficial winding up: In Section 290(a), this describes continuing the business only so far as necessary to facilitate an orderly and advantageous winding-up process; it is not a general authority to carry on business indefinitely.

Official legal resources

For the current statutory text and notifications, verify the provision from the Ministry of Corporate Affairs and India Code. The consolidated Companies Act published by MCA records the omission of Section 289 and the continuing text of Section 290.

Related Companies Act provisions

For the surrounding winding-up framework, see Sections 287 and 288 - Advisory Committee and periodical reports, Sections 291 and 292 - professional assistance and control of liquidator powers, and Sections 293 and 294 - books and audit of liquidator accounts.

This page is a general legal information resource. Statutory provisions should be read with applicable amendments, rules, notifications and judicial decisions relevant to the facts of a particular matter.