# Register of Members and Other Registers (Section 88)

## Registers to be Maintained

Every company shall maintain the following registers:

Register	Form
Register of Members	MGT-1
Register of Debenture-holders	MGT-2
Register of Other Security holders	MGT-2

## Timing of Entries

Entries in these registers must be made within 7 days of allotment or transfer of securities.

## Place of Keeping the Registers

Default: At the registered office of the company.
Alternative location: May be kept at any other place in India where more than 1/10th of total members reside, subject to passing a special resolution.

## Updating Status in Register of Members

The register must be updated to reflect:

Change in status of a member (e.g., death, insolvency, transfer to legal representative).
Attachment of securities by SEBI — mention this in the ROM.
For listed companies: details of pledge by promoters must be recorded within 15 days of the event.

## Index

Every register shall include an index of names. However, if the number of members does not exceed 50, no index is required.

## Register of Beneficial Owners (BO)

The Register of Beneficial Owners maintained by a depository is deemed compliance with Section 88.

## Foreign Register (FR)

If authorized by the Articles of Association (AOA), a company may keep a Foreign Register outside India containing particulars of security holders residing outside India.
Company must intimate the ROC within 30 days of opening/changing/closing the FR in Form MGT-3.
The FR is deemed to be part of the company's principal register.

### Inspection and Closing of FR

Open for inspection; extracts/copies may be taken.
May be closed only after giving advertisement in 2 newspapers circulating in that locality (same manner as principal register).

### Backup and Discontinuance

A duplicate (backup) of each entry in the FR must be sent to the registered office within 15 days.
On discontinuance, all entries must be transferred to the principal register or any other FR.

## Penalty for Failure to Maintain Registers (Section 88)

Company: Fine ₹3 lakh.
Officer in default: Fine ₹50,000.

## Important Note on Minors

A minor's name cannot appear in the Register of Members.
Only the legal guardian's name can appear.

Worked example

### Example 1

Example 1: ABC Ltd. allotted 10,000 shares on 1st June. By when must this be entered in the Register of Members?

Answer: Within 7 days of allotment, i.e., by 8th June.

### Example 2

Example 2: XYZ Ltd. has 500 members. 80 members (16%) reside in Pune, while the registered office is in Mumbai. Can the ROM be kept in Pune?

Answer: Yes. Since more than 1/10th of total members (80 > 50) reside in Pune, the ROM may be kept in Pune by passing a special resolution.

### Example 3

Example 3: A minor inherits 100 shares of LMN Ltd. from his deceased father. Whose name will appear in the Register of Members?

Answer: Only the legal guardian's name can appear in the ROM. The minor's name cannot appear.

⚠️ Common exam mistakes

Entering details in registers after 7 days — the time limit is 7 days from allotment/transfer.
Believing that a special resolution alone permits keeping ROM at any place — the additional condition of 1/10th members residing there must be met.
Forgetting to file MGT-3 within 30 days when opening/closing a Foreign Register.
Entering a minor's name in the ROM — only the guardian's name is permitted.
Skipping the index when members are 50 — index is needed only when members EXCEED 50.

Bare-Act text Section 88 read with Rules 3-7 of Companies (Management and Administration) Rules, 2014 · Companies Act, 2013 · click to expand

Section 88(1): Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed: (a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India; (b) register of debenture-holders; and (c) register of any other security holders. (2) Every register maintained under sub-section (1) shall include an index of the names included therein. (3) The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register and index for the purposes of this Act. (4) A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called 'foreign register' containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →