Sections 302 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.
Dissolution is the last step in a winding up by the Tribunal: the company ceases to exist. Section 302 says how it happens. Once the affairs are completely wound up, the Company Liquidator applies to the Tribunal, which orders dissolution from the date of the order and ensures the Registrar records it. Section 303 is a saving clause for winding-up orders made before the 2013 Act.
When the affairs of a company have been completely wound up, the Company Liquidator must apply to the Tribunal for dissolution. On that application, or when the Tribunal thinks it just and reasonable, it orders that the company be dissolved from the date of the order. Within thirty days of the order, a copy must go to the Registrar, who records a minute of the dissolution. Section 303 preserves orders made by courts before the Act began and says appeals lie to the authority that was competent before commencement.
Where dissolution fits
A winding up by the Tribunal starts with a petition under section 272 and an order under section 273 (see section 273: powers of the Tribunal). The liquidator then takes custody of the assets, settles claims, and distributes proceeds. Dissolution closes the file. It is the end of the company's legal life, which is why the liquidator's application must follow complete winding up of the affairs.
Since the Insolvency and Bankruptcy Code, 2016 (IBC), voluntary winding up and inability to pay debts are dealt with under the Code, and the IBC has its own provision for dissolution after a liquidation under the Code. Section 302 applies to winding up by the Tribunal under the Companies Act on the grounds that remain in section 271. For a comparison of routes, see IBC vs Companies Act winding up.
If a company you are connected with is nearing the end of a winding up, or you need to know whether a dissolved company can still be pursued, our legal dispute resolution team can help you assess the position.
Section 302: sub-section by sub-section
| Sub-section | What it says |
|---|---|
| (1) | When the affairs of a company have been completely wound up, the Company Liquidator shall apply to the Tribunal for dissolution |
| (2) | On that application, or when the Tribunal is of opinion that it is "just and reasonable in the circumstances of the case" that dissolution be ordered, the Tribunal makes an order that the company be dissolved from the date of the order, and the company is dissolved accordingly |
| (3) | Within thirty days from the date of the order, the Tribunal forwards a copy to the Registrar, who records a minute of the dissolution in the register; and the Tribunal directs the Company Liquidator to forward a copy to the Registrar for the same purpose |
| (4) | Omitted |
The liquidator's duty: "shall apply"
Sub-section (1) uses "shall". The liquidator has no choice but to apply once the affairs are completely wound up. The text does not define "completely wound up". In practice it means that assets have been realised, claims settled and proceeds distributed, and the liquidator's accounts dealt with under sections 293 and 294 (see liquidator's books and audit).
The Tribunal's own motion: "just and reasonable"
Sub-section (2) gives the Tribunal two routes: an application by the liquidator, or its own opinion that dissolution is "just and reasonable". The wording is "just and reasonable", not "just and equitable" as in section 271. This allows the Tribunal to dissolve a company even where the liquidator has not applied, for example where a winding up has stalled and nothing more can be done.
The effect: dissolved from the date of the order
The dissolution takes effect "from the date of the order". It does not wait for the Registrar's entry. The Registrar's minute under sub-section (3) is the record, but the company is dissolved by the Tribunal's order.
Sub-section (3): two copies, thirty days
The consolidated text shows sub-section (3) as substituted by the Companies (Amendment) Act, 2020 with effect from 21 December 2020, and sub-section (4) as omitted by the same Act. Under the substituted text, the Tribunal must, within thirty days of its order, (a) forward a copy to the Registrar, and (b) direct the liquidator to forward a copy as well. In both cases the Registrar records a minute of the dissolution. The Tribunal itself, not only the liquidator, is therefore responsible for sending the order within thirty days.
Section 303: appeals from orders made before commencement
Section 303 says nothing in this Chapter "shall affect the operation or enforcement of any order made by any Court in any proceedings for the winding up of a company immediately before the commencement of this Act". An appeal against such an order "shall be filed before such authority competent to hear such appeals before such commencement". So a winding-up order passed by a court under the Companies Act, 1956 is not disturbed by the new Chapter, and its appeal route stays with the authority that then had that power.
What happens after dissolution
The text of section 302 stops at the Registrar's record. For a practical view of what follows, including the position of the company's books and its officers, see our article on dissolution after winding up. The Act continues to deal with offences and frauds by officers in liquidation in later sections, covered in this series.
Practical examples
Example 1: a completed liquidation. A liquidator has sold the assets, paid creditors in order of priority, and obtained the audit of his accounts. He applies to the Tribunal under section 302(1). The Tribunal orders dissolution from the date of the order and, within thirty days, sends a copy to the Registrar and directs the liquidator to do the same.
Example 2: a stalled winding up. There are no assets and nothing further to do, but the liquidator has not applied. Under section 302(2) the Tribunal may, if it thinks it just and reasonable, order dissolution on its own.
Example 3: an old order. A company was ordered to be wound up by a court shortly before the 2013 Act began. Under section 303 the order continues to operate, and any appeal goes to the authority competent before commencement.
Proposed change
No clause of the Corporate Laws (Amendment) Bill, 2026 amends sections 302 or 303. The Bill is pending and is not law as on 30 September 2026.
Need help with the end of a winding up?
The last steps of a winding up, including the application, the order and the Registrar's record, need to line up with the liquidator's accounts and the Tribunal's directions. We can review the file and explain what remains. Reach out about legal dispute resolution.
Key takeaways
- The Company Liquidator must apply for dissolution once the affairs are completely wound up.
- The Tribunal may also order dissolution on its own if it is just and reasonable.
- The company is dissolved from the date of the Tribunal's order.
- Within thirty days of the order, the Tribunal sends a copy to the Registrar and directs the liquidator to do so; the Registrar records a minute.
- Sub-section (3) was substituted and sub-section (4) omitted by the Companies (Amendment) Act, 2020.
- Section 303 preserves pre-commencement court winding-up orders and their appeal route.
- The Bill, 2026 does not amend these sections and is not law.
Read next
- Sections 299–300: Summons and examination of directors
- Section 324: Debts admissible to proof in winding up
- Dissolution after winding up: the final step in a company's life
- Dissolution of a company under the IBC
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.