Section 365: Order of dissolution of company

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Statutory Defined Terms in this Section: (Click any term for official legal definition)

Legal Commentary & Landmark Judgments: Section 365

Section 365 of the Companies Act, 2013 provides for the final dissolution of a company wound up under summary liquidation, requiring the Official Liquidator's final report to the Central Government and resultant striking-off by the Registrar.

  • Liquidator's Final Realization Report: When the affairs of the company are completely wound up under summary procedure, the Official Liquidator must submit a comprehensive final report to the Central Government detailing asset realization and debt settlement.
  • Central Government Dissolution Order: The Central Government, upon being satisfied that liquidation is complete and lawful, makes a formal order directing that the company be dissolved from the date of the order.
  • RoC Register Striking-Off: A copy of the dissolution order is forwarded to the Registrar of Companies, who strikes the company's name off the register, extinguishing its corporate personality.
Key Landmark Precedents:
  • Saraswati Industrial Syndicate Ltd. v. CIT, 1990 Supp SCC 675: The Supreme Court laid down that upon dissolution, the company ceases to exist as a corporate persona; it is civilly dead and cannot sue or be sued unless the dissolution is declared void under statutory provisions.
  • Peirce Leslie & Co. Ltd. v. Miss Violet Ouchterlony Wapshare, (1969) 3 SCR 203: The Supreme Court affirmed that upon dissolution, any undisposed assets vest in the State as bona vacantia, and corporate rights become completely extinct.
  • M.H. Smith (Plant Hire) Ltd. v. D.L. Lynch (Builders) Ltd., [1967] 2 QB 831: The English Court held that an order of corporate dissolution puts an end to the company's legal existence, terminating all pending proceedings and director mandates.
Courtroom Practice & Strategic Litigation Guidance:

Before the Central Government passes a Section 365 dissolution order, verify whether any actionable assets, bank deposits, or tax refunds remain unclaimed. Once the RoC strikes the name off, remedies are limited to moving an application under Section 356 within two years to declare the dissolution void.