# Register of Members (Section 88)

## 1. Statutory Requirement

Every company shall maintain a register of:

Members,
Debenture-holders, and
Other security holders.

## 2. Maintenance of the Register of Members

The register must clearly record the holdings of each class of equity and preference shares.
It must separately indicate the shareholding of members residing in India and outside India.

## 3. Time Period for Entries

Entries must be made within 7 days after approval by the Board (or a Board committee) for any:

Allotment, or
Transfer of shares, debentures, or securities.

## 4. Place of Maintenance

The registers must be maintained at the company's registered office, unless a Special Resolution at a general meeting authorises otherwise. The Special Resolution may permit keeping the register at:

Any other location within the same city, town, or village as the registered office, OR
Any place in India where more than 1/10th of the total registered members reside.

## 5. Other Information Recorded in the Register

### (a) Court / Authority Orders

If any judicial, revenue, SEBI, or other competent authority issues an order attaching shares, debentures, or other securities and directs the remittance of dividends or interest — a reference to such order shall be recorded in the relevant register.

### (b) Pledge / Charge by Promoters (Listed Companies)

For companies with listed securities, any pledge, charge, lien, or hypothecation created by promoters on their securities — including details of the pledgee/pawnee and any revocation — must be recorded in the register within 15 days of the event.

### (c) Joint Venture Encumbrances by Promoters (Listed Companies)

If promoters of a listed company have pledged, hypothecated, or created a charge/lien on any securities of the company in connection with a joint venture, the details must be entered in the register within 15 days of the event.

## 6. Form of the Register

Type of Company	Form
Company limited by shares	MGT-1
Company not having share capital	Prescribed particulars (see below)
Debenture-holders / Other security-holders	MGT-2

### Particulars in the Register (Company without share capital)

Member's name, address, email, PAN or CIN, Nationality,
Guardian's details for minors,
Date of becoming a member,
Date of cessation as a member,
Amount of guarantee,
Any other interest, and
Instructions by the members (e.g., for sending of notices).

## 7. Register of Debenture Holders

A separate register for debenture holders or other security-holders shall be maintained in Form MGT-2.

Worked example

### Example 1

Example 1 — Place of maintenance: XYZ Ltd has its registered office in Mumbai. It wants to shift the register of members to Pune. This requires a Special Resolution AND Pune must either be in the same municipality as the registered office, or more than 1/10th of members must reside in Pune.

### Example 2

Example 2 — Promoter pledge in listed company: A promoter of a listed company pledges 2 lakh shares to a bank on 1st April. The company must record the pledge, pledgee details, and the date in the register of members within 15 days — by 16th April.

### Example 3

Example 3 — Allotment timing: The Board approves an allotment of 10,000 equity shares on 5th May. The corresponding entries in MGT-1 must be made by 12th May (within 7 days of Board approval).

⚠️ Common exam mistakes

Forgetting the 7-day entry window after Board approval for allotments/transfers.
Confusing the forms: MGT-1 is for shareholders; MGT-2 is for debenture/security holders.
Thinking the register can be moved anywhere — it requires Special Resolution AND a specific qualifying location.
Missing the 15-day window for recording promoter pledges/charges in listed companies.
Overlooking the separate India-resident vs. outside-India-resident indication required in the register.

Bare-Act text Section 88 · 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, namely:– (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.

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