Sections 377 and 378 of the Companies Act, 2013: Unregistered Companies and Saving of Winding-Up Enactments
Sections 377 and 378 form part of Chapter XXI, Part II of the Companies Act, 2013, which deals with winding up of unregistered companies. Section 377 makes the provisions of this Part cumulative, while Section 378 preserves the operation of other enactments that confer powers for winding up specified firms, societies, associations or companies.
Section 377 - Provisions of Chapter cumulative
What Section 377 means: The special rules applicable to unregistered companies under Part II of Chapter XXI supplement the other provisions of the Companies Act, 2013 concerning winding up by the Tribunal. They do not displace those provisions merely because the entity being wound up is an unregistered company.
Section 377(1): The provisions of this Part relating to unregistered companies operate in addition to, and not in derogation of, the earlier provisions of the Act concerning winding up of companies by the Tribunal.
Section 377(2): In the case of an unregistered company, the Tribunal or Official Liquidator may exercise powers or perform acts that could be exercised or performed in the winding up of a company formed and registered under the Act.
Proviso: An unregistered company is not generally treated as a company under the Companies Act, 2013. It is treated as such only when it is being wound up and only to the extent provided by this Part.
Section 378 - Saving and construction of enactments conferring power to wind up
What Section 378 means: Part II of Chapter XXI does not override another enactment that provides for the winding up of a partnership firm, limited liability partnership, society, co-operative society, association or company, including an enactment that refers to winding up under the Companies Act, 1956 or an Act repealed by it.
The saving provision preserves the operation of such enactments. Where an enactment refers to a provision of the Companies Act, 1956, or to an Act repealed by the 1956 Act, the reference is to be read as a reference to the corresponding provision, if any, of the Companies Act, 2013.
Meaning and practical effect of Sections 377 and 378
1. Section 377 is supplementary
The expression "in addition to and not in derogation of" indicates that the provisions governing unregistered companies are intended to work together with the applicable winding-up framework under the Act, rather than operate as an exclusive code.
2. Tribunal and Official Liquidator powers
Section 377 enables the Tribunal and Official Liquidator to use, in an appropriate unregistered-company winding up, powers that are available when winding up a company formed and registered under the Act, subject to the limits of Part II.
3. Limited statutory treatment as a company
An unregistered company does not become a company for all purposes of the Companies Act, 2013. The statutory deeming operates only in the event of winding up and only to the extent contemplated by Part II.
4. Section 378 protects other statutory winding-up mechanisms
Section 378 is a saving and construction clause. It prevents Part II from unintentionally disabling another enactment that authorises winding up, and it provides a mechanism for reading older statutory references to corresponding provisions of the Companies Act, 2013.
Updated: 17 September 2026