Important FAQs to Understand Register of Members, Debenture Holders or Any Other Security Holders {Section 88 of Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014}

1. Where is the Register of Members maintained under Companies Act, 2013? 

Ans. Every Company shall maintain register of members from the date of its registration in Form No. MGT-1 indicating separately for each class of equity and preference shares held by each member residing in or outside India. (Section 88(1) read with Rule 3).

2. Whether Register maintained by depository is considered register and index for this purpose?

Ans. Yes under Section 88(3).

3. What is Company has maintained Register of Members under Companies Act, 1956?

Ans. The Information shall be transferred to new register of members and in case additional information required as per provisions of the Act and these rules, is provided by the members, such information may also be added in the register as and when provided under first proviso of rule 3(1).

4. What if Company is not having Share Capital? 

Ans. 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:-

(a) name of the member; address (registered office address 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; in case member is a minor, name of the guardian and the date of birth of the member; name and address of nominee;

(b) date of becoming member;

(c) date of cessation;

(d) amount of guarantee, if any;

(e) any other interest if any; and

(f) instructions, if any, given by the member with regard to sending of notices etc, under Rule 3(2).

5. Where is the Register of debentures or any other security maintained under Companies Act, 2013?

 Ans. 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 under Rule 4.

6. When to made the entry in Register? 

Ans. The entries in the registers maintained under section 88 shall be made within seven days 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 under Rule 5(1).

7. Where to maintain Registers?

Ans. The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside under Rule 5(2).

8. How to maintain the Index of Registers?

Ans. Every register maintained under sub-section (1) of section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found.

Note: The maintenance of index is not necessary in case the number of members is less than fifty Under First proviso of Rule 6(1).

9. What is Foreign Register?

Ans. 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 is Foreign Register under Rule 7(1).

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.MGT.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 under Rule 7(2).

10. Who will authenticate the entries made in Registers?

Ans. The entries in the registers maintained under section 88 and index included therein shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned under Rule 8(1).

The entries in the foreign register shall be authenticated by the company secretary of the company or person authorised by the Board by appending his signature to each entry under Rule 8(2).

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September 2021