Section 285 Settlement of list of contributories and application of assets – Companies Act 2013

Amended and updated notes on section 285 of Companies Act 2013. Provisions related to settlement of list of contributories and application of assets.

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Amended and updated notes on section 285 of Companies Act 2013. Detail discussion on provisions and rules related to settlement of list of contributories and application of assets.

Chapter XX (Section 270365) of the Companies Act, 2013 (CA 2013) deals with the provisions related to winding up. Section 285 of CA 2013 provides for settlement of list of contributories and application of assets.

Recently, we have discussed in detail section 284 (Promoters, directors, etc., to cooperate with Company Liquidator) of CA 2013. Today, we learn the provisions of section 285 of the Companies Act 2013.

The provisions of section 285 are effective from 15th December, 2016. You may refer Notification No. S.O. 3677(E) issued dated 7-12-2016. In this article, you will learn detail of the provisions of section 285 the Companies Act 2013.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.XX
Chapter NameWinding Up
Section No.285
Section NameSettlement of list of contributories and application of assets
Monthly Updated EditionCompany Law PDF

Section 285 of Companies Act 2013: Settlement of list of contributories and application of assets

Section 285 shall come into force on 15th December, 2016 vide Notification No. S.O. 3677(E) dated 07.12.2016.

(1) As soon as may be after the passing of a winding up order by the Tribunal, the Tribunal shall settle a list of contributories, cause rectification of register of members in all cases where rectification is required in pursuance of this Act and shall cause the assets of the company to be applied for the discharge of its liability:
Provided that where it appears to the Tribunal that it would not be necessary to make calls on or adjust the rights of contributories, the Tribunal may dispense with the settlement of a list of contributories.

(2) In settling the list of contributories, the Tribunal shall distinguish between those who are contributories in their own right and those who are contributories as being representatives of, or liable for the debts of, others.

(3) While settling the list of contributories, the Tribunal shall include every person, who is or has been a member, who shall be liable to contribute to the assets of the company an amount sufficient for payment of the debts and liabilities and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, subject to the following conditions, namely: —

  • (a) a person who has been a member shall not be liable to contribute if he has ceased to be a member for the preceding one year or more before the commencement of the winding up;
  • (b) a person who has been a member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
  • (c) no person who has been a member shall be liable to contribute unless it appears to the Tribunal that the present members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
  • (d) in the case of a company limited by shares, no contribution shall be required from any person, who is or has been a member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as such member;
  • (e) in the case of a company limited by guarantee, no contribution shall be required from any person, who is or has been a member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up but if the company has a share capital, such member shall be liable to contribute to the extent of any sum unpaid on any shares held by him as if the company were a company limited by shares.


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