Register of Members explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The register of members is your company's authoritative record of who owns it.
Section 2(55) defines a "member" partly by reference to it: a person whose name is entered in the register of members is a member. A share certificate is prima facie evidence of title — the register is the record itself.
It's the first document any acquirer, investor or lender asks for. It's also the one most commonly found missing or half-maintained in a small private company.
Opens on the date of registration, with the subscribers. MGT-1 format. No index needed below fifty members. Can be closed for up to 45 days a year, 30 at a time, on seven days' notice. Preserved permanently. And the field everyone leaves blank — distinctive numbers — is the one that stalls demat years later.
The obligation
Every company must keep a register of members showing separately each class of equity and preference shares held by each member, resident in or outside India — plus a register of debenture-holders and of any other security holders.
The register of members is in Form MGT-1; debenture and other security holders go in MGT-2.
It starts on the date of registration. The subscribers to the memorandum are deemed to have agreed to become members, and their names must go in. There's no grace period.
What MGT-1 records
| Field | Detail |
|---|---|
| Folio number | Unique to the member |
| Name | Full name |
| Address | Registered address and email |
| PAN or CIN | Passport number for a foreign national |
| Unique Identification Number | Where allotted |
| Father's / mother's / spouse's name | As applicable |
| Occupation and status | Individual, body corporate, HUF |
| Nationality | |
| Guardian's particulars | Where the member is a minor |
| Nominee | Name and address, under Section 72 |
| Date of becoming a member | |
| Date of cessation and reason | |
| Shares held | Number, class, certificate numbers, distinctive numbers, nominal value, amount paid, amount unpaid |
| Transfers | Transferor, transferee, date, instrument |
| Lien, pledge or encumbrance | Where notified to the company |
| Dividend payment instructions |
The distinctive numbers column matters far more than it looks. It's the field that makes a share capital reconciliation possible — and it's the field most often left blank.
Which is exactly why demat conversion under Rule 9B stalls at the reconciliation stage for so many companies. If you fill in nothing else properly, fill in the distinctive numbers. Rule 9B →
The index
Every register must include an index of names — unless the register is itself in a form that constitutes an index.
The index must be updated within fourteen days of any alteration to the register, and must give sufficient indication to find each member's entries readily.
No index is required where the number of members is fewer than fifty. Which covers most private companies.
Foreign register
A company with share capital, or which has issued debentures or other securities, may — if its articles authorise it — keep part of the register outside India, called the foreign register, for members and holders resident abroad.
File MGT-3 within thirty days of opening one. The foreign register is deemed part of the principal register, and a duplicate must be kept at the registered office in India.
Where it's kept, and who can see it
The registered office, by default.
The alternative: any other place in India where more than one-tenth of the total members reside, approved by special resolution, with a copy of the resolution filed in MGT-14 in advance.
Inspection rights. The registers, their indices and copies of annual returns are open to inspection by any member, debenture-holder, other security holder or beneficial owner — free of charge, and by anyone else on payment of the prescribed fee. (Except while the register is closed under Section 91.)
Inspection is during business hours, with reasonable restrictions permitted by the articles or in general meeting — but not fewer than two hours on every working day.
Anyone entitled may take extracts and require copies, which must be supplied within seven days.
Refusing inspection is a penalty of ₹1,000 for every day, up to ₹1,00,000, on the company and every officer in default. And the Tribunal can order an immediate inspection.
Closing the register
A company may close the register for up to forty-five days in aggregate in a year, and no more than thirty days at any one time, on at least seven days' previous notice by advertisement in a vernacular and an English newspaper circulating in the district of the registered office, and on the company's website if it has one.
Closure is how you fix entitlement for a dividend, bonus issue or rights issue.
Close without notice, or on short notice, and it's ₹5,000 for every day the register stays closed, up to ₹1,00,000, on the company and every officer in default.
Getting it wrong — rectification under Section 59
Where a name is entered without sufficient cause, or omitted, or where there's default or unnecessary delay in recording that a person became or ceased to be a member — the person aggrieved, any member, or the company may apply to the Tribunal for rectification.
The Tribunal may dismiss the appeal, or direct the company to register the transfer or transmission within ten days of the order, or direct rectification of the depository's records or the register.
It may also direct the company to pay damages to a party aggrieved.
Preservation
- Register of members and index — preserved permanently, in the custody of the company secretary or a Board-authorised person.
- Register of debenture-holders or other security holders — eight years from redemption.
- Entries for a person who has ceased to be a member — may be destroyed ten years after cessation.
The register must be authenticated by the company secretary or an authorised person.
Penalty for not maintaining it: a penalty on the company and every officer in default — halved for a small company, OPC, start-up or Producer Company under Section 446B.
Key takeaways
- The register is the record of ownership. Certificates only evidence it.
- It opens on the date of registration, with the subscribers.
- Fill in the distinctive numbers. It's what makes reconciliation and demat possible.
- No index below fifty members.
- 45 days a year, 30 at a time, on seven days' notice.
- Refusing inspection costs ₹1,000 a day.
- Preserved permanently.
Read next
- Statutory Registers a Private Company Must Maintain
- Share Certificates under Section 46
- Demat of Shares by Private Companies (Rule 9B)
- Books of Account under Section 128
Disclaimer: Positions stated as on 4 September 2026. Take professional advice on any register defect discovered during diligence.