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

# Foreign Register [Section 88(4)]

## Concept

If a company has security-holders resident outside India, it may — if authorised by its AOA — keep a part of its register in that country. This portion is called the Foreign Register and is deemed part of the principal register.

## Conditions for Maintaining Foreign Register

• Must be authorised by Articles of Association.
• Security holders covered must be resident in that foreign country.
• Same format as the principal register.

## Filing with ROC – Form MGT-3

• Opening of office: File notice of situation in Form MGT-3 with ROC within 30 days of opening.
• Change in situation or discontinuance: File MGT-3 within 30 days.

## Entries in Foreign Register

• Entries made only after BOD/duly constituted committee approves allotment/transfer.
• Company must transmit a copy of every entry to the registered office in India within 15 days.

## Duplicate Register

• A duplicate of the foreign register must be kept at the registered office.
• The duplicate is deemed part of the principal register.

## Discontinuance

Company may discontinue a foreign register, but all entries must be transferred to:

• Principal register, OR
• Another foreign register.

## Other Provisions

• Decision of competent authority for rectification is binding.
• Foreign register may be closed, inspected, extracts taken and copies supplied — same manner as principal register.
• Difference for closure: Advertisement must be inserted in at least 2 newspapers circulating in the place where the foreign register is kept.

## Preservation Periods [Section 94]

Custody: Kept with CS or person authorised by BOD.