Section 378 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 378 is a saving clause. Nothing in the Part on unregistered companies affects the operation of an enactment that provides for a partnership firm, limited liability partnership, society, co-operative society, association or company to be wound up, or wound up as a company or as an unregistered company, under the Companies Act, 1956 or any Act repealed by it. A proviso then tells the reader how references to the 1956 Act in those enactments are to be read.
Nothing in Part II of Chapter XXI affects any enactment that provides for a partnership firm, limited liability partnership, society, co-operative society, association or company to be wound up, or wound up as a company or as an unregistered company, under the Companies Act, 1956 or any Act repealed by that Act. The proviso says that references in any such enactment to a provision of the 1956 Act, or of an Act it repealed, are to be read as references to the corresponding provision, if any, in the 2013 Act.
Where section 378 sits
Section 378 is the last section of Part II of Chapter XXI, the Part on the winding up of unregistered companies. Our post on sections 375 to 377 covers the earlier sections of that Part: what an unregistered company is for the purpose, the power to wind up foreign companies although dissolved, and the provisions of the Chapter being cumulative. Section 378 closes the Part by saying what the Part leaves untouched.
One point of numbering. Section 378 is not section 378A. Chapter XXIA, on Producer Companies, begins after section 378, with its own lettered sections; for the first of them see section 378A on producer company definitions.
This article reads the section as printed in the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted). The section is as enacted; the text consulted carries no amendment footnote for it. No later amendment was found in the texts consulted; later amendments should be checked on the official text.
If you are working out which enactment governs the winding up of a firm, society or association, a legal consultation can help you map the route.
The sentence, element by element
The saving: "Nothing in this Part, shall affect the operation of any enactment". The words limit themselves to "this Part", meaning Part II of Chapter XXI. The section does not speak of other Parts or Chapters.
The enactments saved: those which provide for a partnership firm, limited liability partnership, society, co-operative society, association or company:
- "being wound up", or
- "being wound up as a company or as an unregistered company",
under the Companies Act, 1956 (1 of 1956), or any Act repealed by that Act. The section lists the classes as printed. It does not name any particular enactment, and this article names none.
The proviso: references are re-read. References in any such enactment to a provision contained in the Companies Act, 1956 or in any Act repealed by that Act "shall be read as references to the corresponding provision, if any, contained in this Act". Two words matter: "corresponding" and "if any". Where the 2013 Act has no corresponding provision, the proviso does not supply one.
How it compares with the neighbouring sections
| Section | What it covers (by the title of the live post) | Relationship to section 378 |
|---|---|---|
| 366 to 374 | Registration of existing entities | Earlier Part of the Chapter, on entities that could register under the Act |
| 375 to 377 | Winding up of unregistered companies | The provisions of the same Part that section 378 closes |
| 378 | Saving of enactments | Leaves other enactments on winding up of firms, societies and associations unaffected |
| 378A and after | Producer Companies (Chapter XXIA) | A different Chapter, starting with lettered sections |
For the Part that comes before, see sections 366 to 374 on registration of existing entities.
What the section does and does not do
It preserves; it does not create. The section does not itself authorise a winding up of a firm, society or association. It says that the Part on unregistered companies does not cut across other enactments that already provide for winding up in this manner. It does not say which enactments those are beyond the classes it lists, and this article does not either. It also does not touch the winding up of a registered company under the Act.
Because the saved enactments refer to the 1956 Act, the proviso is the bridge: references to the 1956 Act or the Acts it repealed are read as references to the corresponding provision in the 2013 Act, if there is one. For a practitioner this means checking the saved enactment, finding each reference, and then locating the corresponding provision in the 2013 Act, or concluding that there is none.
For the winding up powers of the Tribunal over unregistered companies and the opening provisions of the winding up Chapter, see our posts on sections 270 and 271 and section 272.
Worked example
Assume an invented enactment, the Eastern Craft Guilds Act, provides that a registered guild may be wound up as an unregistered company under the Companies Act, 1956, and refers in its own section 12 to a named provision of the Companies Act, 1956 for who may petition. A guild member, Ms Verma, wants to know whether the new Act's Part on unregistered companies displaces the guild law.
Section 378 answers the first question: nothing in that Part affects the operation of the guild law, which is an enactment providing for an association to be wound up as an unregistered company under the 1956 Act. On the second question, the proviso says the guild law's reference to the section of the 1956 Act is to be read as a reference to the corresponding provision, if any, in the 2013 Act. Ms Verma's adviser compares the old section with the 2013 Act, finds the corresponding provision, and reads the guild law accordingly. If there were no corresponding provision, the words "if any" mean the proviso does not create one.
Common mistakes
- Confusing section 378 with section 378A. Section 378A begins Chapter XXIA on Producer Companies.
- Reading the saving as wider than "this Part". It protects other enactments from the Part on unregistered companies.
- Assuming it names the saved enactments. The section lists classes of entities, not particular Acts.
- Dropping "if any". The proviso reads references as references to the corresponding provision, if any.
- Treating it as a power to wind up. It is a saving and a construction rule only.
- Forgetting to check later changes. The enactments saved, and the 1956 Act references in them, should be checked as now in force.
Need help working out which law governs a winding up?
If a firm, LLP, society or association is heading for winding up and the governing enactment points to the 1956 Act, we can trace the references and find the corresponding provisions. Start with a legal consultation.
Key takeaways
- Section 378 saves enactments that provide for the winding up of firms, LLPs, societies, co-operative societies, associations or companies, including as unregistered companies, under the 1956 Act or the Acts it repealed.
- The saving is against "this Part", Part II of Chapter XXI.
- The proviso reads references to the 1956 Act or repealed Acts as references to the corresponding provision, if any, in the 2013 Act.
- Section 378 is not section 378A; Chapter XXIA begins after it.
- The section is as enacted in the text consulted.
Read next
- Sections 375 to 377: winding up of unregistered companies
- Section 272: who may present a petition for winding up
- Section 301: arrest of a person trying to leave India or abscond
- Sections 366 to 374: registration of existing entities
Disclaimer: Based on the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted on 4 October 2026). Later amendments to the Act, the rules made under it and the Insolvency and Bankruptcy Code, 2016 should be checked. This article is general information, not legal advice; check the official text before acting.