# Power to Close Register [Section 91]

## Why close the register?

A company may need to temporarily close its register — typically before declaring dividend, issuing bonus shares, or for any record-date determination — so that ownership is frozen for record-keeping purposes.

## Notice Requirements

Minimum 7 days' notice must be given by:

1. Advertisement in at least 1 English and 1 vernacular newspaper with wide circulation in the place of registered office, and

2. Publication of notice on:

Company's website, and
Website notified by CG.

## Exceptions to Notice Period

Type of Company	Modified Rule
Listed company / company intending to list	SEBI may specify a period less than 7 days
Private company	Exempt from public advertisement; however must give 7 days' notice to members

## Period of Closure

Maximum at a time: 30 days
Maximum aggregate in a year: 45 days

## Penalty for Default

Company & Officer in default — Penalty of ₹5,000 per day during which register is kept closed, subject to a maximum of ₹1 lakh.

Worked example

### Example 1

Example 1: A listed company wishes to close its Register of Members for 35 days to facilitate dividend payment. Is this permitted?

Answer: No. The maximum period at a time is 30 days. Even though aggregate annual cap is 45 days, a single closure cannot exceed 30 days.

### Example 2

Example 2: A private company closed its register without any public notice but with 8 days' notice to members. Is this valid?

Answer: Yes. Private companies are exempt from the requirement of newspaper/website advertisement, provided they give at least 7 days' notice to members.

⚠️ Common exam mistakes

Forgetting that 30 days = max at a time, 45 days = max in aggregate per year (both limits apply).
Treating private company as fully exempt — it is exempt only from advertisement, not from giving notice to members.
Forgetting that notice must appear in BOTH a vernacular and an English newspaper.

Bare-Act text Section 91 · Companies Act, 2013 · click to expand

A company may close the register of members or the register of debenture-holders or the register of other security holders for any period or periods not exceeding 45 days in the aggregate in each year, but not exceeding 30 days at any one time, subject to giving previous notice of at least 7 days, or such lesser period as may be specified by SEBI for listed companies.

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Closure of Register of Members / Debenture-holders / Other Security Holders

Worked example

⚠️ Common exam mistakes