Rules 5 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.
Rules 5 to 8 say how the registers under section 88 of the Companies Act, 2013 are written up: within what time, where they are kept, what changes must be noted, how the index works, how a foreign register is opened and run, and who signs the entries. This article reflects the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
Entries in the registers must be made within seven days after the Board or its duly constituted committee approves an allotment or transfer (rule 5(1)). The register of members needs an index unless there are fewer than fifty members (rule 6). A foreign register must be notified to the Registrar in Form MGT-3 within thirty days of opening, change or discontinuance (rule 7(2)), and entries are authenticated by the company secretary or a person authorised by the Board (rule 8).
Rule 5: how the registers are maintained
Rule 5 applies to the registers under clauses (a), (b) and (c) of section 88(1), that is, the register of members, the register of debenture holders and the register of other security holders. Its eight sub-rules, in plain terms:
| Sub-rule | What it requires |
|---|---|
| 5(1) | Entries within seven days after the Board or its duly constituted committee approves the allotment or transfer |
| 5(2) | Registers kept at the registered office, unless a special resolution in a general meeting authorises another place within the same city, town or village, or any other place in India in which more than one-tenth of the total members entered in the register reside |
| 5(3) | After forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares, transmission, shares issued under a scheme of arrangement, merger, reconstitution or an employees stock option scheme, or issue of duplicate or new certificates, the entry within seven days after approval by the Board or committee |
| 5(4) | Any change in a holder's status (death, insolvency, change of name, transfer to the Investor Education and Protection Fund or any other reason) noted in the register, explaining the change |
| 5(5) | Reference to any order of a competent authority under the Act ordering rectification of the register |
| 5(6) | Reference to any order of a judicial or revenue authority, SEBI or a Tribunal attaching shares, debentures or other securities and directing remittance of dividend or interest |
| 5(7) | In a listed company, particulars of any pledge, charge, lien or hypothecation created by promoters on the company's securities, with the names of the pledgee or pawnee and any revocation, within fifteen days of the event |
| 5(8) | Where promoters of a listed company that formed a joint venture company have pledged or charged securities of the listed company in connection with that joint venture, particulars entered in the register of members of the listed company within fifteen days |
Two points deserve emphasis. First, the seven days run from approval by the Board or committee, not from the date a transfer form arrives. Second, rule 5(7) and 5(8) apply only to companies whose securities are listed on a stock exchange in or outside India. Our compliance documentation service can set up a simple internal calendar so that approvals and register entries stay within these periods.
Rule 6: the index of names
Rule 6(1) requires every register kept under section 88(1) to include an index of the names entered in it. For each folio the index must give enough indication to find the entries for that folio. The proviso says an index need not be maintained where the number of members is less than fifty. Rule 6(2) requires index entries to be made at the same time as the entry for allotment or transfer of any security in the register.
Rule 7: the foreign register
A company with share capital, or one that has issued debentures or other securities, may keep a part of its register of members, debenture holders, other security holders or beneficial owners in a country outside India, if its articles authorise this. The sub-rules run as follows:
- 7(2): within thirty days of opening a foreign register, file with the Registrar a notice of the situation of the office in Form MGT.3, with the fee, where the register is kept. A change in the situation of that office, or its discontinuance, is notified in Form MGT.3 within thirty days of the change or discontinuance. The form was substituted by G.S.R. 44(E), in force 23 January 2023; the fee is as provided in the Companies (Registration Offices and Fees) Rules, 2014, not in this rule.
- 7(3) and 7(4): the foreign register is deemed part of the principal register and must be kept in the same format.
- 7(5): it is open to inspection, may be closed, and extracts and copies may be had in the same manner as for the principal register, except that the advertisement before closing must appear in at least two newspapers circulating in the place where the foreign register is kept.
- 7(6): the decision of the competent authority in that country on rectification is binding.
- 7(7): entries are made simultaneously after the Board or its committee approves the allotment or transfer.
- 7(8) and 7(9): the company must transmit a copy of every entry to its registered office in India within fifteen days after the entry, and keep a duplicate register at that office, which is deemed part of the principal register.
- 7(10): securities registered in a foreign register must be distinguished from those in the principal register and in every other foreign register, and no transaction in them may be registered in any other register while that registration continues.
- 7(11): the company may discontinue a foreign register, and all entries are then transferred to another foreign register outside India or to the principal register.
Rule 8: authentication
Under rule 8(1), entries in the registers under section 88 and the index are authenticated by the company secretary or by any other person authorised by the Board for the purpose, and the date of the Board resolution authorising that person must be mentioned. Rule 8(2) requires entries in the foreign register to be authenticated by the company secretary or the person authorised by the Board, who appends a signature to each entry.
A worked example
Lakeview Tools Limited (an invented company) lists its shares on a stock exchange. Its Board approves a transfer of shares on 4 March. The entry must be made within seven days after that approval. On 10 March a promoter pledges part of his holding; the pledge particulars, with the pledgee's name, must be entered within fifteen days of the event. The company also opens a foreign register in Dubai: it files MGT-3 within thirty days of opening, copies each foreign entry to the Indian registered office within fifteen days, and keeps a duplicate register there.
Practical points
- Record the date of the Board resolution authorising the person who authenticates entries (rule 8(1)).
- If a company has fewer than fifty members, the index is not needed, but keep a clear folio system anyway so that rule 5(4) changes can be traced.
- Rule 15 of the same set governs how long registers are kept; see Rules 14 to 16. Section 94 on the place of keeping is explained in Section 94: Place of Keeping and Inspection of Registers.
Need help with registers across borders?
A company that keeps part of its register overseas needs matching records in India, timely MGT-3 filings and authenticated entries. Our team can review these against rules 5 to 8 and prepare the Board resolution authorising the signatory, through our compliance documentation work.
Key takeaways
- Register entries follow approval by the Board or committee within seven days.
- The registered office is the default place; another place needs a special resolution.
- No index is needed for fewer than fifty members.
- A foreign register needs authority in the articles, MGT-3 within thirty days, and a duplicate at the Indian registered office.
- Entries are authenticated by the company secretary or a person authorised by the Board.
Read next
- Rules 1 to 4: register of members MGT-1 and the MGT-2 register
- Section 88: Register of Members
- Section 94: Place of Keeping and Inspection of Registers
- Statutory Register Preservation Under the Rules
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.