Sections 275 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.
Sections 275 and 276 govern who runs a winding up by the Tribunal and how that person can be replaced. The Tribunal appoints the Company Liquidator at the time of the winding-up order, and a provisional liquidator may be appointed earlier. Both must be drawn from insolvency professionals registered under the Insolvency and Bankruptcy Code, 2016.
The Tribunal appoints the Company Liquidator when it passes the winding-up order (s.275(1)), from insolvency professionals registered under the IBC (s.275(2), as substituted). The liquidator must file a declaration of conflict of interest within seven days of appointment. Under s.276 the Tribunal can remove a provisional or Company Liquidator on five grounds, for reasons recorded in writing, after hearing the liquidator, and can recover losses caused by fraud, misfeasance or lack of care.
Context: winding up after the IBC
Since the IBC, insolvency and voluntary winding up are handled under that Code. Winding up by the Tribunal under the Companies Act continues on the grounds left in section 271. Sections 275 and 276 then decide who conducts it. The consolidated text shows that sub-section (2) of section 275 was substituted and sub-section (4) omitted by the IBC's Eleventh Schedule with effect from 15 November 2016. For background on how the IBC route differs, see IBC vs Companies Act winding up and our note on the liquidator under the IBC.
Whether you are a creditor seeking the right person or a director facing a liquidator's scrutiny, our legal dispute resolution team can explain where you stand.
Section 275: appointment
| Sub-section | What it says |
|---|---|
| (1) | At the time of the winding-up order the Tribunal appoints an Official Liquidator or a liquidator from the panel maintained under sub-section (2) as the Company Liquidator |
| (2) | Substituted: the provisional liquidator or Company Liquidator is appointed from among insolvency professionals registered under the IBC |
| (3) | The Tribunal may limit and restrict a provisional liquidator's powers by the appointing order or later; otherwise he has the same powers as a liquidator |
| (4) | Omitted by the IBC (w.e.f. 15-11-2016) |
| (5) | Terms of appointment and fee are specified by the Tribunal on the basis of the task, experience, qualification of the liquidator and size of the company |
| (6) | Declaration within seven days of appointment in the prescribed form disclosing conflict of interest or lack of independence; the obligation continues throughout the term |
| (7) | While passing a winding-up order, the Tribunal may appoint the provisional liquidator (under s.273(1)(c)) as the Company Liquidator |
Points to note
- Sub-section (1) and (2) read together. Sub-section (1) still refers to an Official Liquidator or a liquidator from a panel. Sub-section (2) now says the appointee comes from IBC-registered insolvency professionals. Read the current text with the Tribunal's practice, and confirm the current position.
- Provisional liquidator. The Tribunal's power to appoint one comes from section 273; our note on the provisional liquidator's appointment and powers covers it. Section 275(3) lets the Tribunal narrow those powers.
- Fee. Sub-section (5) ties the fee to the task, experience, qualification and company size. The Tribunal fixes it; the parties do not negotiate it freely.
- Independence. The seven-day declaration is continuing: a conflict that arises later must also be disclosed.
Section 276: removal and replacement
Under sub-section (1), the Tribunal may, "on a reasonable cause being shown and for reasons to be recorded in writing", remove the provisional liquidator or Company Liquidator on any of these grounds:
| Clause | Ground |
|---|---|
| (a) | Misconduct |
| (b) | Fraud or misfeasance |
| (c) | Professional incompetence or failure to exercise due care and diligence in performing powers and functions |
| (d) | Inability to act as provisional liquidator or Company Liquidator |
| (e) | Conflict of interest or lack of independence during the term that would justify removal |
Replacement and recovery
- Sub-section (2). On death, resignation or removal, the Tribunal may transfer the work to another Company Liquidator, for reasons recorded in writing.
- Sub-section (3). If the Tribunal is of the opinion that a liquidator is responsible for loss or damage to the company through fraud, misfeasance or failure to exercise due care and diligence, it may recover the loss from the liquidator and pass other orders it thinks fit.
- Sub-section (4). Before passing any order under the section, the Tribunal must give the liquidator a reasonable opportunity of being heard.
The text says the Tribunal "may" act; it does not say who may apply. The Tribunal can act on an application or on its own view, so check how the Tribunal handles such applications in practice.
Who is affected
Creditors and contributories can point to these grounds if the liquidator is not protecting the company's assets. Directors should note that the liquidator will later demand cooperation (see section 284). The liquidator also convenes the winding-up committee and reports to the Tribunal (see section 277). For the role in summary, read the role of the Official Liquidator.
Proposed change
The Corporate Laws (Amendment) Bill, 2026 has no clause amending section 275 or 276. Its winding-up clause touches section 271 only. The Bill is pending and is not law as on 30 September 2026.
Practical examples
Example 1: appointment with the order. The Tribunal orders winding up of a company that defaulted in filings for five years. In the same order it appoints an IBC-registered insolvency professional as Company Liquidator and fixes the fee by reference to the company's size and the work involved. The liquidator files a declaration within seven days.
Example 2: provisional to final. A provisional liquidator was appointed on the petition. When making the winding-up order, the Tribunal appoints the same person as Company Liquidator under section 275(7).
Example 3: conflict discovered. The liquidator's firm is found to have advised a major creditor earlier, and this was not disclosed. The Tribunal, after hearing the liquidator, may remove him under section 276(1)(e), record its reasons and transfer the work under sub-section (2).
Need help with a liquidator issue?
Questions about conflict, fees or removal need the Tribunal's order and the file in front of them. We can read the record with you and explain the options open under the Act. Reach our team through legal dispute resolution.
Key takeaways
- The Company Liquidator is appointed by the Tribunal when it passes the winding-up order.
- The appointee comes from IBC-registered insolvency professionals under section 275(2).
- A declaration on conflict of interest is due within seven days and the duty continues.
- Section 276 lists five grounds for removal, each requiring reasons in writing and a hearing for the liquidator.
- The Tribunal can recover losses caused by fraud, misfeasance or want of due care.
- The Bill, 2026 does not amend these sections and is not law.
Read next
- Section 274: Statement of affairs in winding up
- Section 277: Intimation of the winding-up order
- Sections 290–292: Powers and duties of the Company Liquidator
- Role of the Official Liquidator in company winding up
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.