# Power to Close Register of Members or Debenture-Holders (Section 91)

## Purpose

A company periodically needs to freeze its register of members or debenture-holders — typically before declaring dividend, issuing bonus shares, or determining the record date for corporate actions — so that entitlements can be ascertained without changes.

## Closure Limits

Parameter	Limit
Maximum aggregate closure in a year	45 days
Maximum at any one time	30 days
Minimum previous notice	7 days

## Manner of Giving Notice (Rule 10)

### Listed Company / Company intending to list:

Must give notice by advertisement:

1. At least once in a vernacular newspaper in the principal vernacular language of the district where the registered office is situated, having wide circulation in that place; AND

2. At least once in an English newspaper circulating in that district with wide circulation in the place of the registered office; AND

3. Publish notice on the website as notified by the Central Government and on its own website.

### Private Company

Exemption: Private companies are exempted from issuing public notice in newspapers, provided they issue 7 days' notice to members before closure.

### Foreign Register (Rule 7)

A foreign register can be closed in the same manner as the principal register, except that the closure advertisement must be inserted in at least two newspapers circulating in the place where the foreign register is kept.

## Penalty

If the register is closed:

Without giving the prescribed notice, OR
After giving shorter notice than prescribed, OR
For a continuous or aggregate period in excess of the specified limits,

Fine: ₹5,000 per day during which the register is kept closed, subject to a maximum of ₹1,00,000.

Compounding: The offence is compoundable under Section 441.

Worked example

### Example 1

Example 1: ABC Ltd., a listed company, closed its Register of Members from 10th May to 8th June 2024 (30 days). Notice was published 5 days before closure in only one English newspaper. Identify the contraventions.

Answer: Two contraventions: (i) Notice given was only 5 days, less than the prescribed 7 days; (ii) For a listed company, notice must be in BOTH a vernacular AND an English newspaper AND on the website — publication in only one English newspaper violates Rule 10. Penalty: ₹5,000/day × 30 days = ₹1,50,000, but capped at maximum ₹1,00,000.

### Example 2

Example 2: XYZ Ltd. closes its register from 1st March to 25th March (25 days) and again from 1st September to 30th September (30 days). Is this permissible?

Answer: Total = 25 + 30 = 55 days, which exceeds the annual maximum of 45 days. Although each single closure is within the 30-day limit, the aggregate is breached. Hence non-compliant under Section 91.

⚠️ Common exam mistakes

Confusing the limits — 30 days at a time, 45 days aggregate per year (students often invert these).
Treating 7 days' notice as a recommendation rather than a strict minimum.
Forgetting that the private company exemption applies only when notice is given to members — closure without ANY notice is still a violation.
Overlooking that for listed companies, notice must appear in both vernacular AND English newspapers AND the website (cumulative requirement, not alternative).
Forgetting that foreign register closure requires notice in TWO newspapers (not just one) in the place of the register.

Bare-Act text Section 91; Rule 10 · Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 · click to expand

Section 91 - Power to close register of members or debenture-holders or other security holders. A company may close such register(s) for any period not exceeding 45 days in aggregate in each year, but not exceeding 30 days at any one time, after giving previous notice of at least 7 days in the prescribed manner.

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Power to Close Register of Members / Debenture-Holders (Section 91)

Worked example

⚠️ Common exam mistakes