Legal status: Sections omitted with effect from 15-11-2016

Sections 312 and 313 of the Companies Act, 2013: Notice of Liquidator Appointment and Cesser of Board Powers

Sections 312 and 313 formed part of the former voluntary winding-up provisions in Chapter XX of the Companies Act, 2013. They are no longer operative provisions. Both sections were omitted by Section 255 read with the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016, with effect from 15 November 2016.

Current position: The official consolidated Companies Act shows Sections 312 and 313 as omitted. For present voluntary liquidation law, the Insolvency and Bankruptcy Code, 2016 and the applicable IBBI regulations should be consulted.

What did Section 312 of the Companies Act, 2013 cover?

Section 312 - Notice of appointment of Company Liquidator to be given to Registrar

Before its omission, Section 312 dealt with notice to the Registrar following the appointment of a Company Liquidator in a voluntary winding up. The provision belonged to the statutory framework that originally governed voluntary winding up under the Companies Act, 2013.

Present legal status: Section 312 stands omitted with effect from 15 November 2016 by Section 255 and the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016.

What did Section 313 of the Companies Act, 2013 cover?

Section 313 - Cesser of Board's powers on appointment of Company Liquidator

Before omission, Section 313 provided for cessation of the powers of the Board of Directors, managing director, whole-time directors and manager upon appointment of a Company Liquidator, subject to the limited statutory purpose then specified in the section.

Present legal status: Section 313 also stands omitted with effect from 15 November 2016 by Section 255 and the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016.

Why were Sections 312 and 313 omitted?

Section 255 of the Insolvency and Bankruptcy Code, 2016 amended the Companies Act, 2013 in the manner set out in the Eleventh Schedule. As part of that restructuring, the former Companies Act provisions dealing with voluntary winding up, including Sections 312 and 313, were omitted from 15 November 2016.

Which law now governs voluntary liquidation?

Voluntary liquidation of a corporate person is now principally dealt with under the Insolvency and Bankruptcy Code, 2016, together with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, as amended from time to time. The applicable procedure depends on the nature and circumstances of the corporate person and the current statutory and regulatory framework.

Official legal resources

Updated: 17 September 2026. This page explains the statutory status of Sections 312 and 313 and is intended for general legal information.