Register of members under the Companies (Management and administration) Rules, 2014

  • Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT-1.
  • In the case of a company not having share capital, the register of members shall contain the following particulars, in respect of each member, namely:-

1. Name of the member; address (registered office address

2. In case the member is a body corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if any; Father’s/ Mother’s/Spouse’s name; Occupation; Status; Nationality;

3. in case member is a minor, name of the guardian and the date of birth of the member; name and address of nominee;

  • Date of becoming member
  • Date of cessation
  • Amount of guarantee
  • Any other interest if any; and
  • Instructions, if any, given by the member with regard to sending of Notices etc:

Register of debenture holders or any other security holders.-

Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in Form No. MGT-2.Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.-

  • A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the “foreign register”).
  • The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No. MGT-3 with the Registrar of such change or discontinuance.
  • A foreign register shall be deemed to be part of the company’s register (hereafter in this rule referred to as the “principal register”) of members or of debenture holders or of any other security holders or beneficial owners, as the case may be.
  • The foreign register shall be maintained in the same format as the principal register.
  • A foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall be inserted in at least two newspapers circulating in the place wherein the foreign register is kept.
  • If a foreign register is kept by a company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding.
  • Entries in the foreign register maintained under sub-section (4) of section 88 shall be made simultaneously after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.
  • The company shall transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and keep at such office a duplicate register of every foreign register duly entered up from time to time.
  • Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.
  • Subject to the provisions of section 88 and the rules made there under, with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.
  • The company may discontinue the keeping of any foreign register; and  all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.

DISCLAIMER: THE ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE PREPARATION.IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.

THE AUTHOR CAN BE REACHED AT VINAYAK.CHARU@GMAIL.COM AND AT 6283643738

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