Section 88: Register of members, etc

Companies Act, 2013 · Chapter VII: Management And Administration · In force

This section is for requiring companies to maintain accurate and prescribed registers of members, debenture-holders, and security holders.

Penalty

(5) If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.]

The section, clause by clause

What the section says

In plain terms

(1)Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed, namely:—

Every company must keep a register of members, a register of debenture-holders, and a register of other security holders, with the members register showing each class of equity and preference shares held by each member.

(1)(a)register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;

(1)(b)register of debenture-holders; and

(1)(c)register of any other security holders.

(2)Every register maintained under sub-section (1) shall include an index of the names included therein.

Each register must include an index of the names in it.

(3)The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purposes of this Act.

A depository's register and index of beneficial owners is considered the company's corresponding register and index.

(4)A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called “foreign register” containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

A company can keep a part of its register, called a "foreign register", outside India if its articles allow it, containing details of members and security holders residing outside India.

(5)If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.]

If a company fails to maintain its registers correctly it shall be liable to a penalty of three lakh rupees and every defaulting officer to a penalty of fifty thousand rupees.

The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.

Amendment notes

1. Subs. by Act 29 of 2020, s. 16, for sub-section (1) (w.e.f. 21-12-2020).
2. Section 86 numbered as sub-section (1) thereof by Act 22 of 2019, s.12 (w.e.f. 2-11-2018).
3. Ins. by s. 12, ibid. (w.e.f. 2-11-2018).
4. Subs. by s. 13, ibid., for section 86 (w.e.f. 2-11-2018).
5. Subs. by Act 29 of 2020, s. 17, for sub-section (5) (w.e.f. 21-12-2020).
1. Subs. by Act 29 of 2020, s. 18, for sub-section (5) (w.e.f. 21-12-2020).
2. The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 21 (w.e.f. 7-5-2018).
3. Subs. by Act 29 of 2020, s. 18, for sub-section (7) (w.e.f. 21-12-2020).
4. Ins. by Act 1 of 2018, s. 21, (w.e.f. 13-6-2018).
5. Ins. by Act 29 of 2020, s. 18 (w.e.f. 22-1-2021).
6. Subs. by Act 1 of 2018, s. 22, for section 90 (w.e.f. 13-6-2018).

This section refers to

s. 11 Commencement of business, etc

Referred to by

s. 94 Place of keeping and inspection of registers, returns, etc s. 95 Registers, etc., to be evidence

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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.