Sections 13 and 14 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 13 lets three-fifths of the members of a society determine that it shall be dissolved, and section 14 says that whatever property remains after its debts and liabilities are met must not be shared among the members but must go to another society. Between them, the two sections give the central Act's complete rule on winding up.
This article follows the copy of the central Act consulted (last updated 30 July 2019). The Act is applied State by State, and many States have amended it or replaced it with their own Act, so the State law must be checked. A society that is thinking of closing can discuss its position in a legal consultation.
Not less than three-fifths of the members may determine that a society is dissolved, but no society is dissolved unless three-fifths have expressed that wish by their votes, in person or by proxy, at a general meeting convened for the purpose. Where a Government is a member of, a contributor to, or otherwise interested in the society, the consent of the Government of the State of registration is required. After debts and liabilities, surplus property cannot go to members; it goes to another society chosen by three-fifths of the members present, or failing that by the Court.
Section 13: how a society is dissolved
The heading is "Provision for dissolution of societies and adjustment of their affairs". The text reads: "Any number not less than three-fifths of the members of any society may determine that it shall be dissolved, and thereupon it shall be dissolved forthwith, or at the time then agreed upon, and all necessary steps shall be taken for the disposal and settlement of the property of the society, its claims and liabilities according to the rules of the said society applicable thereto, if any, and if not, then as the governing body shall find expedient".
The three provisos
Section 13 carries three provisos, two of them with old side-headings inside the print ("Assent required" and "Government consent"). These headings are part of the print, not separate sections.
| Part | What the text says |
|---|---|
| Dispute proviso | If a dispute arises among the governing body or the members, the adjustment of the society's affairs is referred to the principal Court of original civil jurisdiction of the district in which the chief building of the society is situate; the Court makes such order as it deems requisite |
| Assent required | No society is dissolved unless three-fifths of the members have expressed a wish for dissolution by their votes delivered in person or by proxy, at a general meeting convened for the purpose |
| Government consent | Where a Government is a member of, a contributor to, or otherwise interested in the society, the society is not dissolved without the consent of the Government of the State of registration |
On timing: the society is dissolved "forthwith, or at the time then agreed upon". On the property and liabilities: the steps are taken "according to the rules of the said society applicable thereto, if any, and if not, then as the governing body shall find expedient".
Points to read carefully
- Three-fifths of the members. The count is of the members, with votes delivered in person or by proxy, at a general meeting convened for the purpose. A person whose subscription is in arrear for a period exceeding three months is not counted as a member (section 15); see our article on sections 15 and 16.
- A general meeting convened for the purpose. A dissolution resolution passed at an ordinary meeting not convened for it does not meet the "assent required" proviso as printed.
- Government interest. The consent needed is that of the Government of the State of registration, and the proviso applies where "any Government" is a member of, contributor to or otherwise interested in the society. The copy prints bracketed words in this proviso, so the exact wording should be checked against the official text.
- Disputes. If the governing body or members fall out over the adjustment of affairs, the matter goes to the principal Court of original civil jurisdiction of the district where the society's chief building is situate. The section does not describe the Court proceedings.
- Silence on the Registrar. The central text of section 13 says nothing about informing or filing with the Registrar after a dissolution. Check State law.
For a wider walk-through of the subject, see our guides on dissolution of a society and how to dissolve a society.
Section 14: no profit to members on dissolution
Section 14 says: "If upon the dissolution of any society registered under this Act there shall remain after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the said society or any of them, but shall be given to some other society, to be determined by the votes of not less than three-fifths of the members present personally or by proxy at the time of the dissolution, or, in default thereof, by such Court as aforesaid".
So the order is:
- satisfy all debts and liabilities;
- whatever remains, "any property whatsoever", cannot be paid to or shared among the members or any of them;
- it is given to another society, chosen by the votes of not less than three-fifths of the members present personally or by proxy at the time of the dissolution;
- if no such determination is made, "such Court as aforesaid" decides, meaning the principal Court of original civil jurisdiction mentioned in section 13.
The section does not require the recipient society to have similar objects; it says only "some other society". Whether a State text requires more is for the State law.
The joint-stock exception
The proviso to section 14 reads "Clause not to apply to Joint-stock Companies" as a side-heading, and says the clause "shall not apply to any society which shall have been founded or established by the contributions of shareholders in the nature of a Joint-stock Company". For such a society, the bar on distribution to members does not apply. The text does not say how its surplus is to be divided.
An example
The "Maple Cultural Society" has 90 members and a rule that does not say how to wind up. A general meeting is convened for the purpose of dissolving the society. Votes, in person and by proxy, of at least 54 members (three-fifths of 90) are cast for dissolution. No Government is a member, a contributor or otherwise interested, so no Government consent is needed. The governing body settles claims and liabilities as it finds expedient. A sum remains. At the time of the dissolution, three-fifths of the members present personally or by proxy name another society, the "Maple Arts Trust Society", to receive it. The members cannot take the sum among themselves.
If the members cannot agree on the recipient, the Court decides.
Need help with winding up a society?
If you are planning the closure of a society or have a dispute on how its affairs should be settled, speak to us in a legal consultation before the meeting is convened. The notice, the vote count and the choice of the recipient society are easier to fix before the meeting than after it.
Key takeaways
- Not less than three-fifths of the members can determine that a society be dissolved.
- No dissolution unless three-fifths have voted, in person or by proxy, at a general meeting convened for the purpose.
- If a Government is a member, contributor or otherwise interested, its consent is needed.
- Disputes go to the principal Court of original civil jurisdiction of the district of the chief building.
- Surplus property after debts must go to another society, not to the members; a society founded by shareholders' contributions in the nature of a joint-stock company is excepted.
Read next
- Dissolution of a society: procedure and distribution
- How to close a society in India
- Section 12: alteration of purposes and amalgamation
- Sections 17 and 18: registration of societies formed before the Act
Disclaimer: Based on a copy of the Societies Registration Act, 1860 last updated 30 July 2019 and on copies of the Haryana (2012), Karnataka (1960), Rajasthan (1958), Tamil Nadu (1975), Uttar Pradesh and West Bengal (1961) societies laws, each amended only up to the date its copy shows, as consulted on 2 October 2026. Societies law differs from State to State; later amendments, State rules and current fees should be checked. This article is general information, not legal advice; check the official text before acting.