Sections 290 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.
Once the Tribunal has ordered a company to be wound up, the Company Liquidator runs the process on the ground. Section 290 lists what the liquidator may do, section 291 lets the liquidator hire professionals with the Tribunal's sanction, and section 292 explains who directs and supervises the liquidator.
In a winding up by the Tribunal, the Company Liquidator has the fourteen powers listed in section 290(1), subject to directions by the Tribunal and to its overall control. The liquidator may appoint chartered accountants, company secretaries, cost accountants, legal practitioners or other professionals only with the sanction of the Tribunal (section 291). The liquidator must have regard to directions of creditors, contributories and the advisory committee, and any aggrieved person may apply to the Tribunal against an act or decision of the liquidator (section 292).
Where these sections fit after the IBC
These sections sit in Part I of Chapter XX, which deals with winding up by the Tribunal. Since the Insolvency and Bankruptcy Code, 2016 (IBC), voluntary winding up and inability to pay debts are dealt with under the Code, and the related Companies Act sections have been omitted or substituted. What remains in the Companies Act is winding up by the Tribunal on the grounds still listed in section 271 (see our list of grounds for winding up by the Tribunal). In those cases the Tribunal appoints a Company Liquidator, who under section 275(2), as substituted, is chosen from insolvency professionals registered under the IBC. The appointment itself is covered in sections 275 and 276.
If a company you are connected with is in a winding up, or you are a creditor, contributory or director affected by the liquidator's actions, our legal dispute resolution team can explain where you stand and how to approach the Tribunal.
Section 290(1): the fourteen powers
The liquidator's powers are exercised "subject to directions by the Tribunal, if any". The text lists them as clauses (a) to (n).
| Clause | Power |
|---|---|
| (a) | Carry on the business of the company so far as necessary for the beneficial winding up |
| (b) | Do all acts and execute deeds, receipts and documents in the company's name, using the company's seal when necessary |
| (c) | Sell immovable and movable property and actionable claims by public auction or private contract, or in parcels |
| (d) | Sell the whole undertaking as a going concern |
| (e) | Raise money required on the security of the company's assets |
| (f) | Institute or defend any suit, prosecution or other legal proceeding, civil or criminal, in the company's name |
| (g) | Invite and settle claims of creditors, employees or any other claimant, and distribute sale proceeds according to the priorities established under the Act |
| (h) | Inspect the company's records and returns on the files of the Registrar or any other authority |
| (i) | Prove rank and claim in the insolvency of a contributory for any balance against his estate and receive dividends as a separate debt |
| (j) | Draw, accept, make and endorse negotiable instruments in the company's name |
| (k) | Take out letters of administration to a deceased contributory in his official name and do other acts to recover money due from a contributory or his estate |
| (l) | Obtain professional assistance or appoint a professional or agent for duties the liquidator cannot do himself |
| (m) | Take all actions and sign, execute and verify papers as necessary for winding up, distribution of assets and discharge of duties |
| (n) | Apply to the Tribunal for orders or directions needed for the winding up |
Three of these deserve a closer look.
Sale of assets (clauses (c) and (d)). The liquidator may sell assets piecemeal, by auction or private contract, or sell the whole undertaking as a going concern. The text does not prescribe a method, so the choice sits within the Tribunal's supervision under sub-section (2).
Claims and distribution (clause (g)). The liquidator invites and settles claims and distributes sale proceeds "in accordance with priorities established under this Act". Those priorities are in sections 326 and 327, covered in our article on preferential payments in winding up. Section 327(7) says sections 326 and 327 do not apply where liquidation takes place under the IBC, which has its own order of priority.
Legal proceedings (clause (f)). The liquidator can sue or defend, including in criminal matters, in the company's name. This matters where the company has claims against directors, debtors or third parties.
Sub-sections (2) and (3)
Under sub-section (2), the exercise of these powers is "subject to the overall control of the Tribunal". Under sub-section (3), the liquidator must also perform "such other duties as the Tribunal may specify". The Act therefore does not leave the liquidator unchecked: the Tribunal's directions come first.
Section 291: professional assistance
The Company Liquidator "may, with the sanction of the Tribunal" appoint one or more chartered accountants, company secretaries, cost accountants, legal practitioners or other professionals, on such terms as are necessary, to assist in performing duties under the Act.
Two points follow from the text:
- Sanction is needed. Clause (l) of section 290(1) speaks of obtaining professional assistance generally, but section 291 is the provision that requires the Tribunal's sanction. A cautious liquidator obtains sanction before engaging a professional.
- Conflict disclosure. Every person appointed must "disclose forthwith to the Tribunal in the prescribed form any conflict of interest or lack of independence in respect of his appointment". The text does not leave this to the liquidator; the professional makes the disclosure.
Section 292: who controls the liquidator
| Sub-section | Rule |
|---|---|
| (1) | In administering assets and distributing them among creditors, the liquidator must have regard to directions given by resolution of creditors or contributories at a general meeting, or by the advisory committee |
| (2) | If directions conflict, those of creditors or contributories at a general meeting override the advisory committee's |
| (3)(a) | The liquidator may summon meetings of creditors or contributories whenever he thinks fit, to ascertain their wishes |
| (3)(b) | The liquidator must summon meetings as the creditors or contributories direct by resolution, or when requested in writing by not less than one-tenth in value of the creditors or contributories |
| (4) | A person aggrieved by any act or decision of the liquidator may apply to the Tribunal, which may confirm, reverse or modify it and make a further order |
Note the wording in sub-section (1): the liquidator must "have regard to" these directions. It is not stated that they bind him absolutely, and the whole is "subject to the provisions of this Act". Sub-section (4) is the safety valve: if a creditor, contributory or other affected person thinks the liquidator has acted wrongly, the Tribunal can reverse or modify the act. The advisory committee and its role are dealt with in sections 286 to 288.
Practical examples
Example 1: selling the business. A manufacturing company is wound up by the Tribunal. The liquidator finds a buyer for the whole undertaking as a going concern. Section 290(1)(d) gives the power, sub-section (2) keeps it under the Tribunal's control, and the liquidator should seek the Tribunal's directions where needed.
Example 2: hiring a lawyer. The liquidator wants a legal practitioner to recover a debt. Under section 291 this needs the Tribunal's sanction, and the lawyer must disclose any conflict of interest to the Tribunal.
Example 3: a dissatisfied creditor. A creditor believes the liquidator rejected a claim wrongly. Under section 292(4) the creditor may apply to the Tribunal. A group holding at least one-tenth in value of the creditors can also call for a meeting in writing under section 292(3)(b).
Proposed change
No clause of the Corporate Laws (Amendment) Bill, 2026 amends sections 290, 291 or 292. The only winding-up ground section it touches is section 271 (clause 77). The Bill is pending and is not law as on 30 September 2026.
Need help with a liquidator's actions?
Whether you are a creditor contesting a decision, a contributory facing a call, or a director who has to work with the liquidator, it helps to know which powers are being used and what the Tribunal can review. We can go through the order and the liquidator's steps with you. Talk to us about legal dispute resolution.
Key takeaways
- Section 290(1) lists fourteen powers, from running the business to selling the undertaking and suing in the company's name.
- All powers are subject to the Tribunal's directions and overall control.
- Professionals can be appointed only with the Tribunal's sanction, and must disclose conflicts of interest.
- The liquidator must have regard to directions from creditors, contributories and the advisory committee; a general-meeting direction prevails over the advisory committee.
- One-tenth in value of creditors or contributories can require a meeting by written request.
- Any aggrieved person can apply to the Tribunal against the liquidator's act or decision.
- The Bill, 2026 does not amend these sections and is not law.
Read next
- Sections 275–276: Appointment and removal of the Company Liquidator
- Sections 293–294: Liquidator's books and audit of accounts
- Role of Official Liquidator in company winding up
- IBC vs Companies Act winding up: key differences and when to use which
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.