Section 307: Publication of resolution to wind up voluntarily

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
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Legal Commentary & Landmark Judgments: Section 307

Section 307 of the Companies Act, 2013 mandated public advertisement of voluntary winding up resolutions to notify commercial counterparties; omitted by the IBC 2016, its publication rule is retained in Regulation 3(2) of the IBBI Regulations, 2017.

  • Strict 14-Day Statutory Publication Timeline: The company was obligated to advertise notice of the voluntary winding up resolution within fourteen days of its passage in the Official Gazette and local newspapers.
  • Twin Publication in Official Gazette and Local Newspaper: Mandated twin advertisements in the Official Gazette and in a newspaper circulating in the district where the registered office of the company was situated.
  • Continuing Penal Liability for Default: Prescribed daily fines against the company and every defaulting officer for non-publication, maintaining public registry accuracy and counterparty notice.
Key Landmark Precedents:
  • Neath Harbour Smelting and Reduction Works, In re, (1885) 58 LT 355: The Chancery Division held that publication of voluntary winding up resolution operates as constructive public notice to all commercial counterparties and creditors.
  • Registrar of Companies v. S.P.S. Builders (P) Ltd., (2002) 111 Comp Cas 575 (Mad): The Madras High Court affirmed that publication in Gazette and newspapers is mandatory to prevent clandestine asset sales to detriment of creditors.
Courtroom Practice & Strategic Litigation Guidance:

Modern corporate liquidators must ensure prompt twin newspaper publication within 7 days under Regulation 3(2) of IBBI Regulations. Maintain original tearsheets and Gazette extracts as mandatory exhibits for the final dissolution application before NCLT.