Societies Registration Act, 1860 | Section 13

Section 13 - Dissolution of Societies and Adjustment of Their Affairs

Section 13 of the Societies Registration Act, 1860 (Act 21 of 1860) governs voluntary dissolution of a registered society, the required approval of members, settlement of its assets and liabilities, and resolution of disputes during winding up.

Key requirement: At least three-fifths of the members must support dissolution by votes cast in person or by proxy at a general meeting convened for that purpose. Government consent is also necessary where the Government is a member, contributor or otherwise interested in the society.

Text of Section 13 - Provision for dissolution of societies and adjustment of their affairs

Any number not less than three-fifths of the members of any society may determine that it shall be dissolved, and thereupon it shall be dissolved forthwith, or at the time then agreed upon, and all necessary steps shall be taken for the disposal and settlement of the property of the society, its claims and liabilities, according to the rules of the said society applicable thereto, if any, and, if not, then as the governing body shall find expedient, provided that, in the event of any dispute arising among the said governing body or the members of the society, the adjustment of its affairs shall be referred to the principal Court of original civil jurisdiction of the district in which the chief building of the society is situate; and the Court shall make such order in the matter as it shall deem requisite:

Assent required. Provided that no society shall be dissolved unless three-fifths of the members shall have expressed a wish for such dissolution by their votes delivered in person, or by proxy, at a general meeting convened for the purpose:

Government consent. Provided that whenever any Government is a member of, or a contributor to, or otherwise interested in, any society registered under this Act, such society shall not be dissolved without the consent of the Government of the State of registration.

Meaning and legal requirements of Section 13

1. Three-fifths assent of members

The expression three-fifths means 60 per cent. The provision requires the support of at least three-fifths of the members, expressed by votes in person or by proxy at a general meeting specifically convened to consider dissolution. It is not merely a three-fifths vote of the members attending the meeting under the unamended central text.

2. Dissolution and effective date

After the statutory conditions are met, the society may be dissolved immediately or on the date agreed upon. The meeting notice, voting procedure, proxies and records should also comply with applicable society rules and state law.

3. Disposal of property and settlement of liabilities

Upon dissolution, the society must settle its property, outstanding claims, debts and other liabilities in accordance with its applicable rules. If those rules do not provide a procedure, the governing body determines an appropriate method, subject to law. Section 14 separately restricts distribution of surplus property to members.

4. Disputes before the civil court

Disputes between the governing body or members concerning adjustment of the society's affairs are referred under Section 13 to the principal court of original civil jurisdiction in the district where the society's chief building is situated. The court may make the orders it considers necessary.

5. Prior government consent

Where any Government is a member, a contributor or otherwise interested in the registered society, consent of the Government of the state of registration is a statutory precondition to dissolution.

Practical procedure for dissolution

Check the applicable state legislation, amendments, society bye-laws, membership register and voting eligibility.
Convene a general meeting expressly for considering dissolution and give notice as required by the governing rules and applicable law.
Record votes cast in person and by valid proxy, and verify the three-fifths statutory threshold.
Obtain government consent where Section 13 requires it.
Document the resolution, proposed effective date, assets, debts, creditors and outstanding obligations.
Settle claims and liabilities and deal with remaining property in accordance with Section 14 and applicable law; complete any required registrar filings.

Related provisions

Section 12 addresses changes in a society's purposes and amalgamation; Section 14 deals with surplus property after dissolution; and Section 15 defines membership and voting disqualification under the Act.

State law matters: Several states have amended or replaced provisions governing registered societies, including dissolution, registrar supervision and winding up. The central text above should therefore be read together with the legislation in force in the state or union territory of registration.

Official legal resources

Consult the Societies Registration Act, 1860 on India Code, the Ministry of Corporate Affairs text, and the relevant state Registrar of Societies for local amendments and filing requirements.