Sections 354 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 356 allows the Tribunal to declare the dissolution of a company void if an application is made within two years of the dissolution. The neighbouring sections let the Tribunal test the wishes of creditors and contributories (354), say who can swear affidavits (355), fix when a winding up begins (357) and exclude time from limitation (358).
Under section 356, a company dissolved under this Chapter, under section 232 (amalgamation) or otherwise may be revived on a Tribunal order if an application is made within two years of the dissolution by the Company Liquidator or any person who appears to the Tribunal to be interested. Winding up by the Tribunal commences on presentation of the petition (section 357). For a suit or application by a company being wound up by the Tribunal, the period from commencement up to one year after the winding-up order is excluded from limitation (section 358).
Section 356: declaring a dissolution void
Who can apply and when. The Tribunal may, "at any time within two years of the date of the dissolution", on application by the Company Liquidator or by any other person who appears to it to be interested, declare the dissolution void. The Tribunal can do so on terms it thinks fit, and proceedings may then be taken as if the company had not been dissolved.
Which dissolutions. The text covers a dissolution "in pursuance of this Chapter or of section 232 or otherwise". So it is not limited to a winding-up dissolution; it reaches dissolution on amalgamation under section 232 and the wide "or otherwise".
Filing the order. As substituted in 2020 (with effect from 21 December 2020), sub-section (2) says the Tribunal shall:
- forward a copy of the order to the Registrar within thirty days of the order, and the Registrar records it; and
- direct the Company Liquidator or the applicant to file a certified copy with the Registrar within thirty days (or such further period as the Tribunal allows), and the Registrar records it.
| Item | Time limit in section 356 |
|---|---|
| Application to declare dissolution void | Within two years of the date of dissolution |
| Tribunal sends copy of order to Registrar | Within thirty days of the order |
| Liquidator or applicant files certified copy | Within thirty days of the order, or further period allowed |
Who would apply. A creditor with an unpaid claim, a contributory, or a person who finds that an asset of the dissolved company was never dealt with may be "interested". A liquidator may use the section where an asset or liability surfaces after dissolution. Section 356 is a different route from striking off and revival of a struck-off company under the Act's other provisions. If the company was struck off by the Registrar, see revival of a struck-off company instead. For how dissolution follows winding up, see dissolution after winding up.
Where a dissolved company needs to be brought back to court or the Tribunal, our legal dispute resolution team can help assess whether the two-year window is still open and who counts as interested.
Section 354: wishes of creditors and contributories
In all matters relating to the winding up, the Tribunal may:
- have regard to the wishes of creditors or contributories, as proved to it by sufficient evidence;
- if it thinks fit, direct meetings of creditors or contributories to be called, held and conducted as it directs; and
- appoint a chairman for any such meeting, who reports the result to the Tribunal.
Two weighting rules apply. For creditors, regard is had to the value of each debt (sub-section (2)). For contributories, regard is had to the number of votes each can cast (sub-section (3)). The Tribunal is not bound by the result; it "may have regard" to the wishes.
Section 355: affidavits
An affidavit required for the purposes of this Chapter may be sworn in India before any court, tribunal, judge or person lawfully authorised to take affidavits. Outside India, it may be sworn before a court, judge or person lawfully authorised in that country, or before an Indian diplomatic or consular officer. Tribunals and judges in India must take judicial notice of the seal, stamp or signature on such an affidavit. This helps a foreign-based creditor or director file without travel.
Section 357: when winding up by the Tribunal begins
Section 357 was substituted by the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016. It says winding up by the Tribunal under this Act is deemed to commence at the time of presentation of the petition. This fixes the date from which dispositions and proceedings are examined (see avoidance of fraudulent preference).
Section 358: limitation
Section 358 applies "notwithstanding anything in the Limitation Act, 1963, or in any other law". In computing the limitation period for any suit or application in the name and on behalf of a company being wound up by the Tribunal, the period from the date of commencement of the winding up up to one year immediately following the date of the winding-up order is excluded. So if a winding-up petition is presented on day one and the order is made eight months later, the excluded time runs from day one until one year after that order, giving the liquidator breathing room to sue for the company's debts.
Quick comparison
| Section | Subject | Key figure |
|---|---|---|
| 354 | Wishes of creditors or contributories | Creditors by value of debt; contributories by votes |
| 355 | Affidavits | In India or abroad before an authorised person |
| 356 | Dissolution declared void | Two years from dissolution |
| 357 | Commencement | Presentation of the petition |
| 358 | Limitation | Commencement to one year after the order excluded |
Need help with a dissolved or winding-up company?
Whether you need to reopen a dissolved company, check whether time is still running on a company's claim, or ask the Tribunal to hear creditors, the first job is fixing the dates. Our legal dispute resolution team can help you work through the sections and the application.
Key takeaways
- An application under section 356 must be made within two years of dissolution.
- It covers dissolutions under the winding-up Chapter, section 232 and "otherwise".
- The Registrar must be sent the order within thirty days.
- Winding up by the Tribunal is deemed to commence on presentation of the petition.
- Limitation for the company's suits and applications is excluded from commencement to one year after the winding-up order.
Read next
- Liquidation money and the dividend account: sections 349–353
- Official Liquidator: sections 359–360
- Grounds for winding up by the Tribunal: section 271
- Winding up by the Tribunal: grounds and process
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.