The Institute of Company Secretaries of India (ICSI) has submitted a representation to the Ministry of Corporate Affairs highlighting practical challenges faced by companies undergoing liquidation under the Insolvency and Bankruptcy Code, 2016. Under Section 33 of the Insolvency and Bankruptcy Code, 2016, powers of the board and management cease upon liquidation and vest in the liquidator, who is further empowered under Section 35 of the Insolvency and Bankruptcy Code, 2016 to manage the process. However, companies continue to have compliance obligations under the Companies Act, 2013. ICSI pointed out ambiguity regarding the liquidator’s authority to file statutory e-forms with the Registrar of Companies, leading to compliance gaps and outdated records. Situations such as change in registered office or personnel require timely filings, which are currently unclear during liquidation. ICSI has requested regulatory or system-level changes to explicitly permit liquidators to file necessary forms, ensuring compliance continuity and smoother liquidation proceedings.
THE INSTITUTE OF Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
G&CL: MCA: APR:01/2026 Dated: 16th April 2026
Ms. Deepti Gaur Mukerjee
Hon ‘ble Secretary
Ministry of Corporate Affairs
Government of India
New Delhi
Respected Madam,
Subject: Request for permitting filing of Forms during liquidation process
Greetings from the Institute of Company Secretaries of India!
At the outset, we would like to express our sincere appreciation for the continuous efforts of the Ministry of Corporate Affairs in strengthening the corporate regulatory framework and facilitating ease of doing business in India.
We wish to highlight certain practical difficulties being faced in cases where companies are undergoing liquidation under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”).
Section 33 of the IBC provides that upon the passing of a liquidation order, the powers of the Board of Directors, Key Managerial Personnel, and partners of the corporate debtor cease to have effect and vest in the liquidator. Further, Section 35 empowers the liquidator to carry out all necessary functions for proper conduct of liquidation. Additionally, Regulation 44 read with Regulation 5 of the IBBI (Liquidation Process) Regulations, 2016 casts a duty on the liquidator to preserve and protect the assets and records of the corporate debtor. However, companies continue to be subject to statutory compliances under the Companies Act, 2013.
It has been observed that, post initiation of liquidation, companies may face various genuine and unavoidable circumstances necessitating filings with the Registrar of Companies. These may include, inter alia,
i. Change of registered office due to termination or expiry of lease arrangements, administrative convenience, or cost considerations;
ii. Changes arising on account of resignation, disqualification, or demise of directors or key managerial personnel; or
iii. Other statutory filings required to ensure proper maintenance of records and compliance with applicable laws.
In this regard, we wish to highlight below issues which are being faced by the companies undergoing liquidation process:
- Ambiguity regarding the authority of the liquidator to file e-forms with the Register of Companies during Liquidation,
- Compliance gaps leading to outdated records with the Registrar of Companies
In the absence of a valid Registered Office, the licit.’ ‘,,tor may face challenges in receiving statutory communications, maintaining records, and ensuring effective coordination with stakeholders, including creditors, adjudicating authorities, and regulatory bodies.
ICSI Submissions:
In view of the above, it is humbly submitted that the you may consider introducing necessary system-level or regulatory changes to explicitly permit the liquidator, being the vested authority under Section 35 of the IBC, to file requisite e-forms (including hi !+ not limited to Form INC-22 and other statutory filings) during the liquidation process.
Such a measure would address genuine practical difficulties, ensure continued compliance with the provisions of the Companies Act, 2013, and facilitate the smooth and efficient conduct of liquidation proceedings in alignment with the objectives of the IBC.
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you
Yours faithfully
(CS Pawan G. Chandak)
President
The Institute of Company Secretaries of India
