Membership of a Company

Introduction :-

(1) The term member generally means a

person/animal/ plant belonging to a particular
group

(2) In ordinary commercial usage – the term “member”

denotes a person who holds shares in a Co. 9i.e. only
shareholders are believed to be the real owner of the
Co.)

(3) But in actual the members of a Co. are the persons

who collectively are responsible for constituting a
Co. or corporate entity.

Meaning of membership :-

The term member has been defined u/s 2(55).

U/s 2(550 the following persons fall under the category of

members :-

(1) Subscribers of MOA

(2) Who agree that there name be entered in the
Register of members
(3) Shareholders of a Co. (i.e. who hold shares f a Co)
(4) Name is recorded as beneficial owner in the record
of Depository.

In addition to above the following 3 elements are mandatory

for any person to become a member of a Co. –
 (1) An agreement to become a member – must be in
writing (i.e. person would become member only f he
agrees in writing)
(2) The name of the person so agreeing must get their
name entered in Register of members of Co.
(3) Capacity to contract – any member who is
competent to contract may become a member of a
Co. Here provisions of Indian Contract Act are
applicable.

MODES OF ACQUISITION OF MEMBERSHIP OF A CO.

Section 2(55) – provide the following modes of acquiring

membership of a Co. :-

There are 6 modes of acquiring membership of a Co. –

(1) By Subscribing to MOA

(2) By Estoppel / Acquisence
(3) By transfer of shares
(4) By application/ allotment of shares
(5) By Transmission /succession of shares
(6) By acquiring qualification shares

(1) Subscription to Memorandum :- As per Sec 9 of Co.

Act, 2013 all subscribers to MOA become members
of Co. A subscriber to MOA :-
(a) Are deemed to be members of a Co.
(b) Become members once a Co. is registered
 (c) On registration of Co. – there names are
entered as members are entered as members
on the Registers of members.
(d) Provided – such persons must have agreed :-
 To sign the Memorandum
 Pledge their presence on Board of
members
 Agree to be members
(e) Names of subscribers (who agree to join
membership of a Co. should be entered in
Register of Members.
[Note :- The subscribers of MOA are deemed to be members
of a Co. even though their name does not appear on the
Register of members. However the co. Act, 2013 provides
that their names be entered in Register on Registration of
Co.]

(2) Membership by Estoppel and Acquiescence :-

(a) Estoppel – is a principal that precludes a person

from asserting something contrary to what is
implied from such person previous actions/
statement of that person or by a previous pertinent
Judicial determination.
(b) Acquiescence – means reluctant acceptance of
something without protest.
(c) This form of membership comes under purview of
Sec2(55)(2) (i.e. where a person agree that his name
be entered in Register of members)
(d) Under membership by Estoppel / Acquiescence –
 A person who knowingly permits entering his
name in the Register of members
 Becomes a member by Estoppel /acquiescence
because such person becomes bound by rule of
estoppel.
(e) Conditions mandatory for membership here are :-
 Person must have agreed in writing to become
a member
 His name – must have been entered in the
Register of members.

(2) Membership by transfer of shares :-

(a) Shares of a co. are a movable property

(b) As such shares can be transferred
(c) However this right to transfer depends upon
the Articles of a cO.
[Eg. – In a private Co. – Articles impose a restriction
on transfer of shares
Ina Public Co. – the shares are freely transferable]
(d) On Registration of transfer – the transferee
becomes the member of a Co.

(3) Membership by Application/allotment of

shares :- A person may become a member of a Co.

(a) by making an application for shares

(b) Formal acceptance of such application by such
Co.
(c) On formal acceptance – the shares are validly
allotted
(d) The name of shareholder is then entered in the
Register of members.
 (e) In case of online shares / shares in
dematerialized form – the name of beneficial
owner is entered in the Register of members

[Provisions relating to Beneficial interest/Holder:-

The Beneficial owner or Holder of Beneficial interest may be
different from the Holder of shares:- Provisions in respect of
it are provided u/s 89 and 90 of Co. Act, 2013

U/s 89 :- If the person whose name is entered as the Holder

of shares does not hold beneficial interest in the shares
then :-
(1) Holder of shares (within such time + in such form
and manner) – must make declaration specifying the
name/description of the holder of beneficial interest
(2) Holder of Interest :-must make declaration to Co. –
specifying
 Name of his interest
 Particulars of the person in whose name the
shares stand registered in the books of Co.
 Such other particular as may be prescribed
(3) For manner of Holding (beneficial interest/
ownership):- Rules may be made by Central Govt.
(4) Punishment on failure to declare (without
reasonable cause) :-
 Fine – max. Rs. 50,000/-
 If failure is continuing one – Rs. 1,000/- every
day after the 1st failure till the failure cont.
(5) Where declaration is made to the Co. :- Co. must
make note of it in register + make a return
within 30 days from date of receipt of Declaration.
(6) If Co. fails to file return :- Co. + Every officer is
punishable with :-
 Fine – Min. – Rs. 500/-
Max. – Rs. 1000/-
  If default is continuing one – Rs. 1000/-
everyday default cont. (after the 1st failure )
(7) No right in respect of shares :- is enforceable by
Beneficial owner / any other person claiming
through him if declaration is required and pending
(8) However a Co. under no circumstance get
discharged from obligation to pay dividend to its
members. (i.e. a Co. gets / stands discharged on such
payment)

U/s 90 :- If Central Govt. (has reason to believe) – may

appoint one/more competent persons to Investigate as to
Beneficial ownership.

(4) By Transmission of shares :- (i.e. by succession)

(a) The term transmit – means to cause something

to pass on from one person/ place to another
(b) Transmission – means the action/process of
transmitting something or state of being
transmitted.
(c) On basis of succession certificate – the legal
heirs of a deceased member / shareholder
getting the right to be a member of a Co.
(i.e. on this basis the Co. enters the name in the
Register of members.)

(5) By Acquiring qualification shares :- Provided u/s

266 – under this section -
(a) The Directors of a Co. – on delivering a written
undertaking :-
 To take qualification shares
 Pay for them
(b) Become members of a Co. + acquire same
position as if they were subscribers to MOA
- here
Distinction between member and shareholders

As stated earlier in ordinary commercial usage the term

“member” is believed to denote persons who hold shrea of a
Co.
But in actual – Members are persons who collectively
constitute the Co. as a Body corporate. Hence Members are
the real owners of a Co.

U/s 2(55) Members include 3 categories :-

(1) Subscriber to MOA

(2) Person signing Agreement (i.e. Estoppel/
Acquiescence)
(3) Holder of shares.

Thus, members are not just restricted to shareholders

similarly shareholders also sometimes need not be
members.
(i.e. in short member is different from shareholders)

Circumstances where Members are distinguished from

shareholders :-

(1) A Registered member of a Co . having no share capital :-

is not a shareholder since Co. itself has no share capital.
[Eg :- In a Co. limited by Guarantee (not having a share
capital ) – the person who provides the guarantee will
become a member as soon as his name is enterd in the
Register of members.

(2) Holder of a Share warrant of a Co.:- A person who holds a

share warrant is a shareholder but he is not a member of a
Co.
(3) A legal Representative of a deceased member – is only a
shareholder and not a member.
[Note :- To acquire membership the legal representative of a
deceased member should apply to the co. and get his name
registered in Register].

Distinction between shareholders and members

Sr No. Basis Shareholders Members

1. Meaning A person who owns A person who se

the shares of a Co. name is entered
in the Register of
members of a Co.

2. Provision Co. act,2013 does Defined u/s

not define the term 2(55) of Co. Act,
“shareholder” 2013

3. Necessity The Co. limited by Every Co. – must

shares have have min. no . of
shareholders (i.e. members
shareholders not Min No. of
essential for every members :-
Co. In Pvt. Co. – 2
+ In Public Co. – 7
it depends on the In OPC - 1
nature of Co.)

4. Shares No person can A person may

become a become member
shareholder without holding
without holding shares
shares

5. Holder of The holder of share The holder of a

 share warrant is a share warrant is
warrant shareholder not a member

6. Subscriber A person signing A person who

of MOA MOA becomes a signs MOA of a
member only if Co. become its
shares are allotted members.
to him
(i.e. have atleast 1
share)

7. On death of Legal Legal

member representative representative
remains a become a
shareholder though member only
his name does not when he applies
appear in the for registration
register of member and gets himself
registered

8. On transfer A person who On transfer – the

transfer his share transferor
ceases to be a remains a
holder of shares member till the
(from date of transfer is
transfer) registered in the
name of the
transferee

Who may become a member of a Co.?

Co. law does not prescribe any disqualification which depart

a person from becoming a member of a Co.
 As regards the capacity to contract – the provisions of
Indian Contract Act are applicable. (i.e. any person who
is competent to enter into a valid contract may become
a member of a Co.)
 The Memorandum / Articles of a Co. may also impose
certain restrictions on certain persons / categories of
persons from acquiring membership in a Co.

Having regard to above points in addition to Individual /

Group of persons the following categories may also
become member of a Co.:-

(1) Minor :-
(a) Under Indian contract Act – a minor is not a
competent person to enter into a contract
(b) As such a minor is disqualified to acquire
membership
(c) However – minor may be allotted shares of a
Co.
(d) Where a Co. allots shares to a minor in
ignorance of his minority :- following
consequences follow :-
 Minor shall – not be liable to pay any
unpaid / remaining amount on the shares
held by him
 He Guardian (of such minor) – cannot be
compelled to pay the calls due on shares
held by the minors
 The minor – can repudiate the allotment
made to minor
Or
Vice versa (i.e. Co. may repudiate the
allotment made to minor
[Provided in both the above cases Co.
must return the money paid by minor (i.e.
 the minor shall be entitled to receive the
amount paid by him)]
 On attaining majority :- Minor des not
automatically become a member of a Co.
[i.e. the minor can accept / avoid the
contract. Provided if minor opts to avoid
the contract he must repudiate the
contract within a reasonable time]
 On attaining majority - If the minor does
anything which shows his acceptance / or
that he has accepted the membership. The
minor shall hence forth be deemed to be a
member.

(2) Lunatic :- A lunatic cannot become a member of a

co.
(3) Insolvent :- An Insolvent may become a member
and is entitled to vote at the meetings of a Co.
however, the shares of an Insolvent are vested in the
Official Receiver / assignee (when he is adjudged
insolvent)
The Insolvent continues to be a member until his
shares are sold by the Official Assignee / receiver
(AS THE CASE MAY BE)

(4) Company :-
(a) A Co. is a separate legal person - thus may
become a member of another Co. on its own
motion.
(b) Provided a Co. – may subscribe for shares of
another Co. / become member of another Co.
only if it is authorized to do so by its
Memorandum.
(c) u/s 19 of Co. Act , 2013 :- A subsidiary Co.
cannot buy the shares of its Holding Co.

(5) Partnership Firm :-

 (a) A partnership firm is not a legal person. May or
may not be registered. Partnership firm is a
agency having principal agent relation.
(b) Partners are agents of firm + of each and every
partners
(c) A Partnership firm :- cannot Hold property in
its own name BUT THE PARTNERS OF THE
partnership firm may hold property on behalf
of fir in their individual ames
[Note :- the property is held in the name of the
(d) A Firm cannot become member of a Co.
(e) However a Partnership Firm may hold shares –
in the individual name of partners as Joint
holders.
(f) A Partnership Firm – may become a member in
a Co. registered u/s 8

(6) Foreigners :- (i.e. Foreign National / NRI)

(a) A Foreigner may become a member in a Co.
(b) Provided such Foreign national :-
 comply with the requirements as
provided under Foreign Exchange
management Act, 1999 (FEMA)
 Permission of RBI is mandatory
(c) Alien enemy cannot be a member :- In case a
war breaks out with the foreign country then
such member becomes an alien enemy.
 The right of such member stands
suspended
 i.e. the Foreign national cannot exercise
any right available to him a member of a
Co.
(7) Joint Holders :-
(a) two/ more persons may hold shares of a Co. in
Joint names
 (b) Under Co. Act 2013 :-
 In a public Co. :- every joint shareholder
is counted as a separate member
 In Private co. :- Joint Holders are treated
as a single member

(8) Trust:- Trust is not a separate legal person hence

shares of a Co. cannot be allotted / transferred in the
name of a Trust.

(9) Government :-

(a) Central Govt. / State Govt. – may become a

member of a Body Corporate. Through The
President of India / Governor of State
(b) The President of India / Governor of State –
may nominate any person to be present at any
meeting of the Co.
(c) The person nominated :- could be considered
as a shareholder of a co. entitled to exercise
rights/ powrs in the same manner as The
President of India / Governor of State would
have discharged as a share holder.

(10) Hindu Undivided family (HUF) :- HUF is not a

separate legal person. Thus, cannot be a member of a
Co. However there is no legal bar on Krta to become
a member in his individual capacity.
(11) Fictitious person :- Any person who takes the
shares in the name of the fictitious person become
liable as a member. However, such person can be
held liable for impersonation.
[Note :- Impersonation means an act of pretending
to be another person for the purpose of
entertainment / fraud]
 (12) Co-operative Society :-
(a) a Co- operative Society – is a legal person
(b) As such can / has power to hold property
(c) A Co- operative Society can become a member
in a Co.

(13) A society :- when registered under Societies

Registration Act, 1860 is a legal person. May become
a member in a Co. + can hold shares in a Co. in its
own name if it is authorized by its MOA or AOA.

RIGHTS OF MEMBERS

The members of a Co. are the ultimate authority in the

matters of the Co. The reason being that any phenomenal
change impacting the Co. cannot be taken unless passed
under General Body meetings through resolutions.

The members of a Co. – enjoy several rights.

The rights of members can be grouped under 3 heads :-

(1) Statutory Rights :- These are rights conferred upon

members by the Co. Act. These rights can’t be taken
away by MOA or AOA of a Co.
[Eg:-
 Right to attend meeting
 Right to notice of meetings
 Right to inspect documents of Co.
 Etc.

(2) Documentary Rights :- These are in addition to

statutory rights provided under Co. act , 2013. These
are rights conferred upon by documents like MOA
and AOA.
[Eg :-
  Right to transfer shares in a Public Co.
 Right to transfer shares in a Private Co.

(3) Legal Rights :- These are rights given to members

by general law.
[Eg :-
 Right to Equality (in getting dividends or interest or
profit,) or ( in respect of voting), etc.
 Right to contract (i.e. may enter into contract with
Co., etc.)

Subject to the categories as stated above following are the

rights of the members of Co.:-

(1) Right to obtain share certificate from the Co.

(2) Right to have his name entered in the Register of
members
(3) Right to transfer his securities (this is subject to
restrictions contained in Articles and Memorandum)
[Eg :- Public Co. – shares are freely transferable
Private Co. – there is restriction as to transfer
of securities.]
(4) Right to receive notice of general meetings
(5) Right to attend meetings
(6) Right to vote –
 at general meetings in respect of any matter
requiring ordinary resolution or special
resolution
 by means of an electronic mode in respect of
any matter requiring an ordinary / special
resolution
 by postal ballot when a resolution is put to vote
by the Co. by way of postal ballot
(7) Right to give a special notice :- as to move a
resolution requiring special notice.
(8) Right to receive copy of special notice – when special
notice is served on the Co.
(9) Right to obtain :- copy of minutes of General meeting
(10) Right to receive copies of :-
 Memorandum
 Articles
 Annual Accounts of Co.
(11) Right to Inspect Documents of Co. – such as
 Register of members
 Annual Returns
 Etc.
(12) Right to obtain extracts and copies of Registers and
Indices of :-
 Members
 Debenture – holders
 Other security holders
 Annual returns
(13) Right to obtain copies of – Profit/Loss Account,
Balance sheet, Auditor report and other documents.
(14) Right to receive Dividends (where dividend is
declared by Co.)
(15) Right to participate in :- (during AGM in)
 Appointment of Directors
 Appointment of Auditors
(16) Right to apply –
 To Govt – for ordering an investigation into the
affairs of the Co.
 To Court –
 Seeking injunction restraining
Directors from paying dividends
 For winding up of the Co.
 To set aside any variation in rights
attached to any class of shares.
 National Co. Tribunal – for relief in case of
oppression and mismanagement u/s 397 and
398.
 (17) Right to make application :- to Company Law Board
seeking an order for calling Annual General Meeting
(AGM) / Extra ordinary General meeting (EGM)

Liabilities of members

Liability means a state of being responsible

Liability of members - refer to responsibility of a member of

a Co.

The liabilities of a person as a member of Co. are as

following :-

(1) To contribute to the Assets of the Co. :- Depending on

the type of Co. the members of a Co. may be called to
contribute to the assets of the Co.
 During the lifetime of Co.
 At winding up of Co.
(a) Co. Limited by shares :-
 Here liability is limited
 Liability is limited to the unpaid amount of
the shares
 Such member can be called to pay during
lifetime / at the time of winding up of Co.

(b) Co. Limited by Guarantee :-

 Here liability is limited
 Liability is limited too amount guaranteed by
such member to such Co.
 Here the amount can be called by Co. at the
time of winding up of Co.
(c) Unlimited Co. :-
 Here liability of member is unlimited
  i.e. his personal assets can be realized for the
purpose of paying debts of Co.

(2) Liability to pay call money / Pay amount due on shares

(3) To abide by the decisions of the majority when they act
bonafide
(4) Liability of Directors – for acts done by them without
authority.

Cessation / Termination of Membership

Cessation means the fact / process of ending or being

brought to an end

Termination means to end/cancel.

A person ceases to be a member of a Co. when his name is

removed from the Register of Member for a valid reason.

Termination of membership may take place in following 2

ways :-

(1) Voluntary Termination :- (i.e. by act of parties)

(2) Compulsory Termination :- (i.e. by operation of law)
(1) Voluntary Termination :- (i.e. cessation of membership
by act of parties). A membership gets voluntarily
terminated under following :-
(a) By transfer of shares :- i.e. transfer of existing
shares from one person to another
(b) By forfeiture of shares :-
 Forfeiture means – loss / giving up of
something as a penalty for wrong doing
 Shares are forfeited by Co. if shareholder fails
to pay calls on shares.
(c) By surrender of shares :- (i.e. return of share to Co.
for cancellation)
(d) Exercise of lien by Co. :- (i.e. Co. lien on shares)
 Lien means a right to keep in possession of
property belonging to another person until a
debt owed by the person is discharged
 i.e. member would not be permitted to
transfer his shares unless he pays off debts
of Co.
(e) By issue of share warrant :- (i.e. a document is
issued by the Co. stating bearer is entitled to
stock / share specified therein.
(f) By redemption of shares :- (i.e. when Co. requires
the shareholders to sell a portion of their shares
back to the Co.)
(g) By buy back of shares by the Co. :-
 Provided u/s 68 of Co. Act, 2013
 A By back occurs when the Issuing Co. pays
shareholders market value per share /
reabsorb that portion of its ownership that
was previously distribute among Private /
Public Investors.
(h) By Irregularity in Allotment :- occurs when -
  Min. subscription is nt received , or
 Application money subject to a minimum of
5% of the Nominal value of the share is not
received, or
 Where Statement in Lieu of prospectus is not
filed at least 3 days before allotment, or
 If no prospectus is filed.
(i) By repudiating the contract – on the ground of false
/ misleading statement in Prospectus of Co.

(2) Compulsory Termination :- i.e. cessation of

membership by operation of law
(a) By Termination of Shares :- (ie. Co. declares
existing common stock certificates as null / void)
 Termination shares means the vested shares
owned by a Terminated shareholder
 Once the shareholder is terminated – the
controlling shareholders may decide to buy
back shares of departed shareholder.
(b) Insolvency of person / member :-
 Insolvency means inability of a person to pay
debts when they are due.
 A person in state of insolvency is said to be
Insolvent
 Balance sheet Insolvency – is when a
person /Co. does not have enough assets to
pay off all of their debts
(c) By order of Court on acquiring shares :-
 Refer to acquisition
 A Co. may acquire shares of another Co. to
purchase most / all of another Co. shares in
order to gain control of that Co.
(d) On winding up of Co :- (also known as Liquidation
of Co.) –
  Is a process by which a Co. assets are
collected and sold in order t pay its debts
 Once winding up is complete – the Co. is
formally dissolved and ceases to exist.
(e) On death of a person :- (i.e. Transmission of
shares)
 Transmission of shares – is a process of law
where the shares of a Co. registered under the
name of a deceased / Insolvent person are
then registered in the name of his legal heirs
by Co. on proof of his death / Insolvency as
the case may be.

Register of members / index of Members

Provisions are provided u/s 88, 91, 93 , 94 , 170, 171 and 172

Having read the said provisions the following points get

clear:-

(1) Co. Act, 2013 u/s 88 :- requires every Co. to maintain

following registers :-
(a) Register of members :- This register must
separately indicate each class of share( viz. Equity
shares and Preference shares) as held by each
member residing in / outside India
(b) Register of Debenture Holders
(c) Register of Other security holders
[Note :- Under Co Act, 2013 – the Co.’s were required to
maintain only Register and Index of members and
Debenture holders. ]

(2) Index :- The above 3 registers must include index of

names therein. Provided maintenance of Index is not
necessary if the No. of members is less than 50.
(3) Foreign Register :- In addition to above registers the Co.
may also maintain a Foreign register. The provisions
relating to Foreign register are as under :-

(a) Foreign register contains a part of the 3 above

mentioned register viz. Register of members,
debenture holders and other security holders.
(b) Contains the names / particulars of members,
Debenture Holders and other security holders/
Beneficial owners residing outside India
(c) Can be maintained by a Co. only if it is authorize by
its Articles.
(d) Maintained in same format as the Principal
Registers
(e) Kept outside India –(Deemed to be a part of Register
of members / Debenture Holders / other Security
holders)
(f) Open to Inspection + Extracts can be taken
(g) Procedure :- A Co. shall file a form MGT- 3 with
Registrar
 for opening A Co. –within 30 days from date
of opening of foreign register for notice of
situation of office along with a
+
 Prescribed fees under Annex B (where
register is kept)
 For any change in situation /
discontinuation :- (within 30 days from date
of such change / discontinuance)
[Note – If discontinued then all entries must
be passes in the other foreign register kept by
Co. outside India / to Principal Register

(4) The Register + Index :- is also prepared by a Depository

u/s 11 of Depository Act, 1996. This register / Index is
deemed corresponding for the purpose of Co. Act.
(5) Failure to maintain the 3 Registers + Index :- If the Co.
fails to maintain then – Co. + Every officer in default is
punishable with
 fine – Min – Rs. 50,000/-
Max – Rs. 3lakhs/-
 If the default is cont. – Rs. 1000/- everyday
after the 1st failure
(6) (u/s 94) The registers must be maintained by Co. and
kept at the Registered office of the cO.
(7) in addition (u/s 94) The Registers / Copy of Return
(refers to change in No. of shares of promoters and top
10n shareholders) – may also be kept in any other place
in India provided the following 3 conditions are
satisfied :-
(a) Not less than 1/10th of total number of members
mentioned in Register must be resident at such
place.
(b) To keep such copy / register – must be approved by
special resolution in general meeting
(c) The Registrar must be given a copy of proposed
special resolution in advance

(8) u/s 93 – The Registers of members/ debenture holders /

other security holders may be closed :- Provided the
same can be closed subject to the following provisions :-

(a)Time period for which Register can be closed :-

 Max. days :- (i.e. aggregate number of days )
in each year must not exceed 45 days
 At any particular point of time max. no. of
days shall not exceed 30 days.
(c) A prior notice of atleast 7 days / lesser be given
– as specified by SEBI.
(d) If the register is closed without notice / in
excess of time period prescribed :- then –
Co. + Every officer – liable to penalty of –
 Min. - Rs. 5,000/- everyday for which Register
is kept closed to a
max . - 1 lakh Rupees. (i.e. amount must not
exceed)
(9) In case of change of change in No. of shares/ stake of
Promoters / top 10 shareholders of a listed Co. – the co.
must file a Copy of Return with Registrar within 15
days.
(10) The Register + Index :- (except on the days when they
are closed ) must be open for Inspection during the
business hours -

(a) by Members / Debenture holders/ other

security holders/ beneficial owners – without
payment of any fees
(b) by any other on payment of fees.

(11) The Registers + Index’s+ Copy of Annual Return –

maintained are prima facie evidence in any matter (i.e.
it’s a conclusive proof on anything contained therein)
(12) Any member / Debenture holder / other security
holders/ beneficial owners may take extracts of any of
the register on payment of fees
(13) Inspection cannot be refused to member / Debenture
holder / other security holders/ beneficial owners.
(14) If Inspection is Refused :-
(a) Co. + Every officer in default – is liable in case of
each such default to a penalty of Rs. 1000/-
everyday such default cont.. Provided the amount
must not exceed Rs. 1 lakh
(b) Central Govt. may also order/ direct
 an immediate Inspection of the documents
 that extracts required be henceforth be
allowed to person requiring it.
(15) Register of Directors and Key managerial
personnel and their shareholdings :-

(a) The provisions relation to this are provided u/s

170, 171 ad 172 of co. At 2013
(b) This register is maintained at the Registered
office of co.
(c) The Register contains the following details :-
 Particulars of Directors
 Particulars of Key managerial personnel
 Securities help by each of Director/ Key
managerial personnel (IN co. / its
subsidiary / associate Co.)
(d) In case of any change a Return (containing
particulars/ documents) must be filed with
registrar within 30 days from appointment of
Director / Key managerial personnel
(e) Right to inspect – the Register shall be open for
inspection
 During business hours
 At every AGM and accessible to every
member attending the meeting.
(f) Right to extract copies :- members have a right
to take extracts of the copies . On request the
members must be provided a copy free of cost
within 30 days
(g) If Inspection is refused / copy requested not
sent within 30 days :- then Registrar on an
application order immediate inspection and
supply of copies
(h) In case of Contravention of above provisions :-
Co. + Every officr in default shall be liable to
fine -
Min. – Rs. 50,000/-
Max – 5 lakhs /-
 Format for Registers to be maintained

The rules for this are prescribed under Co. (Management &
Administration) Rules, 2014

(1) Every Co. shall from the date of registration must

keep and maintain register of its members in on eor
more books in Form No. MGT- 1

(2) For a Co. having a share capital the Register of

members must contain the following particulars :-
 Name of the member
 Address ( registered office address in case the
member is a body corporate )
 E- mail address
 PAN
 UIN
 Father/ mother/ spouse name
 Nationality
 In case member is a minor :- name of guardian +
date of birth of member + name and address of
minor)
 Date of becoming a member

(3) Every Co. which issues / allots debentures / any

other securities – shall maintain a separate register
for debenture holders and for Security holders in one
or more books for each type of debenture or other
securities so issued in Form No. MGT -2