Closure of Register of Members/Debenture-holders (Sec 91)
# Power to Close the Register of Members / Debenture-holders / Security Holders
Section 91 lets a company temporarily close its statutory registers — typically before a dividend, rights issue, or AGM — to freeze the list of beneficiaries.
## 1. Time Limits — Sec 91(1)
Rule
Limit
Minimum prior notice
7 days (or shorter as SEBI may specify)
Maximum closure at a stretch
30 days
Aggregate closure in a year
45 days
## 2. Notice Requirements
All companies: Give at least 7 days' prior notice.
Listed companies: Additionally publish the notice in —
a vernacular newspaper (principal language of the district), and
an English newspaper circulating in the district.
The notice must also appear on the company's website.
## 3. Exemption for Private Companies
Private companies need not publish newspaper notices — but they must still serve the 7-day notice to members before closure.
## 4. Penalty for Non-compliance — Sec 91(2)
If the company fails to give the prescribed notice or breaches the time limits:
Company and every officer in default: penalty of ₹5,000 per day,
Maximum: ₹1,00,000.
The offence is compoundable under Sec 441.
## Memory Hook
7-30-45: 7-day notice, 30-day max closure, 45-day annual cap.
Worked example
### Example 1
Example 1 — Notice computation:
ABC Ltd wants to close its register from 10 June. Notice must be given on or before 2 June (clear 7 days). If listed, English + vernacular newspaper publication is mandatory.
### Example 2
Example 2 — Aggregate limit:
XYZ Ltd closes the register for 30 days in May and 20 days in October. Total = 50 days, which violates the 45-day annual cap. The excess 5 days attract ₹5,000/day × 5 = ₹25,000 penalty.
### Example 3
Example 3 — Private company exemption:
PQR Pvt Ltd issues a 7-day notice only to its 12 members via email — no newspaper publication is required.
⚠️ Common exam mistakes
Confusing the 30-day per-closure limit with the 45-day aggregate annual cap.
Forgetting that listed companies need BOTH English and vernacular newspaper publication.
Assuming private companies need no notice at all — they are only exempt from newspaper publication, not from the 7-day notice.
Calculating penalty as a flat amount; it is ₹5,000 PER DAY, capped at ₹1,00,000.
Bare-Act text Section 91 · Companies Act, 2013 · click to expand
Section 91(1): 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 in the aggregate forty-five days in each year, but not exceeding thirty days at any one time, subject to giving of previous notice of at least seven days or such lesser period as may be specified by Securities and Exchange Board for listed companies or the companies which intend to get their securities listed, in such manner as may be prescribed.
Section 91(2): If the register of members or of debenture-holders or of other security holders is closed without giving the notice as provided in sub-section (1), or after giving shorter notice than that so provided, or for a continuous or an aggregate period in excess of the limits specified in that sub-section, the company and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for every day subject to a maximum of one lakh rupees during which the register is kept closed.