Sections 359 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 359 lets the Central Government appoint Official Liquidators, and Joint, Deputy and Assistant Official Liquidators, for winding up by the Tribunal, and makes them whole-time officers of the Central Government. Section 360 says what they do: the powers and duties prescribed by the Central Government, all powers of a Company Liquidator, and inquiries or investigations when the Tribunal or the Central Government directs.
The Official Liquidator is a whole-time officer of the Central Government, paid by it, appointed for winding up by the Tribunal. He exercises the powers and duties the Central Government prescribes, may use all or any powers of a Company Liquidator, and may conduct inquiries or investigations if directed by the Tribunal or the Central Government on matters arising out of winding up. The same office is the liquidator in the summary procedure of sections 361 to 365.
Where this sits in the Act
Part IV of the winding-up Chapter is titled "Official Liquidators". Winding up by the Tribunal under the Companies Act continues on the grounds left in section 271 (see grounds for winding up by the Tribunal). Since the Insolvency and Bankruptcy Code, 2016, inability to pay debts and voluntary winding up are dealt with under the IBC, where liquidators are insolvency professionals (see liquidator appointment, powers and duties). The Official Liquidator under sections 359 and 360 is a different, government-side office that works within Companies Act winding up.
Section 359: who the Official Liquidator is
| Sub-section | What it says |
|---|---|
| (1) | For the purposes of the Act, so far as it relates to winding up of companies by the Tribunal, the Central Government may appoint as many Official Liquidators, Joint, Deputy or Assistant Official Liquidators as it considers necessary to discharge the functions of the Official Liquidator |
| (2) | Liquidators so appointed shall be whole-time officers of the Central Government |
| (3) | Salary and other allowances of the Official Liquidator, Joint, Deputy and Assistant Official Liquidator are paid by the Central Government |
Three points follow from the text. First, the appointment is by the Central Government, not by the company or its creditors. Second, the post is whole-time and the salary and allowances are paid by the Central Government under sub-section (3). Third, the grades (Joint, Deputy, Assistant) exist so that functions can be spread across officers.
Section 360: powers and functions
Sub-section (1). The Official Liquidator shall exercise such powers and perform such duties as the Central Government may prescribe. The detail therefore sits in the rules, not in the Act.
Sub-section (2). Without prejudice to sub-section (1), the Official Liquidator may:
- (a) exercise all or any of the powers that may be exercised by a Company Liquidator under the Act; and
- (b) conduct inquiries or investigations, if directed by the Tribunal or the Central Government, in respect of matters arising out of winding up proceedings.
The second power matters to directors, because an inquiry can look into matters arising out of the winding up. For the provisions on officers' conduct, see fraudulent conduct during winding up and damages and prosecution of delinquent officers.
If you are a director, creditor or contributory dealing with an Official Liquidator in a winding up, our legal dispute resolution team can help you understand what is being asked of you and how to respond.
Official Liquidator versus Company Liquidator
| Official Liquidator | Company Liquidator | |
|---|---|---|
| Source | Sections 359–360 | Used throughout the winding-up provisions |
| Appointed by | Central Government (section 359(1)) | As the winding-up provisions provide; see the sections on appointment |
| Status | Whole-time officer of the Central Government | The person who conducts the winding up |
| Pay | Salary and allowances from the Central Government (section 359(3)) | As provided in the winding-up provisions |
| Special role | Liquidator in the summary procedure under sections 361–365 | Uses sanction and banking rules in sections 343–353 |
This table states the broad picture; check the specific sections on appointment and remuneration for a given case. Section 349 separately requires the Official Liquidator to pay monies into the public account of India (see liquidation money and the dividend account).
The Bill 2026 and the Official Liquidator
The Corporate Laws (Amendment) Bill, 2026 does not amend section 359 or 360. Its clause 78 proposes, in section 361, that the Central Government could appoint either the Official Liquidator or an insolvency professional as liquidator in the summary procedure, and an Explanation would treat such a professional as an "Official Liquidator" for sections 361 to 365. That is a pending proposal, not law; see summary procedure for liquidation.
Need help when an Official Liquidator is appointed?
An Official Liquidator can call for records, conduct inquiries and use a liquidator's powers, so early, organised responses help. Our legal dispute resolution team can assist directors and creditors in preparing documents and understanding their position.
Key takeaways
- Official Liquidators, and Joint, Deputy and Assistant Official Liquidators, are appointed by the Central Government for winding up by the Tribunal.
- They are whole-time officers of the Central Government, paid by it.
- Their powers and duties are as prescribed, plus any Company Liquidator power.
- They can conduct inquiries or investigations when the Tribunal or the Central Government directs.
- The Bill 2026 does not change sections 359–360; it proposes changes to section 361 only.
Read next
- Meetings, void dissolution and limitation: sections 354–358
- Summary procedure for liquidation: sections 361–365
- Winding up by the Tribunal: grounds and process
- Committee of inspection in 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.