It is fundamental to keep up with specific records and registers to work proficiently and stick to the legal necessities. Keeping up with such registers and records is significant for satisfying statutory, factual, disclosure, and MIS criteria. The Companies Act, 2013 mandates every company to maintain the statutory registers, including the Register of Members. This article will pen down the Register of members as per the Companies act 2013.
Before discussing the Register of Members, it is essential to know. What is a member as per the Companies Act,2013?
Member as per the Companies, act 2013-As per Section 2 (55) of the companies act, 2013 The term ‘Member’ has been defined under as:
- The subscriber to the MOA of the company (At the time of Incorporation) who shall be considered to have consented to become a member of the company, and on its Incorporation, shall be recorded as a member in its Register of members.
- Every individual/company who in writing gives consent to become a member of the company and whose name is posted in the Register of members of the company.
- Every entity holding shares of the company and whose name is recorded as a beneficial owner in the records of a depository.
So, any individual who has consented to be a member of the company by registering his/her name in writing into the Register of Members of the company and holds certain shares of the company is considered as a Member of the Company.
What is Statutory Register?
Statutory Registers are the registers maintained by a company to maintain specific essential data of the company, including Register of Members, Register of Directors, Register of KMP, etc. Non- compliances in maintaining the Register might lead to attracting high penalties to the company as well as the officers the company
Here are some of the Statutory Registers along with their form filing to be maintained by a company are as under:
- MGT-1 -Register of Members
- MGT-2 -Register of Debenture Holders or any other security holders
- MGT-3 -Foreign Register
- SH-6 -Register of ESOP
- SH-10 -Register of shares (Preference or Equity) and other securities that have been bought back
- SH-2 -Register of renewed or duplicate share certificates
- SH-3 -Register of Sweat Equity Shares
- CHG-7 -Register of Charge
- Register of Directors and KMP
- MBP-2-Register of loan/ guarantee/ security given or acquisition of securities.
- MBP-3-Maintenance of Register of investment of the company not held in the company’s name.
- MBP-4- To maintain the Register of Contracts and Arrangements where the company’s Directors are interested.
Register of Members as per Companies Act,2013-
Section 88 under Companies Act 2013 deals with Register of Members, where every company shall maintain the below-mentioned registers in such form and manner as may be prescribed-
- Register of Members. The Register shall be maintained separately for the equity shares and preference shares.
- Register for the Debenture holders.
- Register for other security holders.
Every Register of Member shall keep an index of the names. However, if a company doesn’t have the share capital, The Register of Members must have the below-mentioned information.
- Details of every member:
- Name and address of every member
- E-mail ID
- PAN card of the member.
- UIN, CIN in case a member is a company.
- Occupation and Nationality of the members.
- Details of family members, i.e., Father’s/Mother’s Name/Spouse’s Name,
- Date of commencement of the membership,
- Date of cessation of membership,
- Other information as necessary.
- Date of becoming a member of the company.
- Amount of Guarantee.
- Date of Cessation
- Disclosure of any other interest, if any.
Note-Also, as per section 11 of the Depositories Act, 1996, it is the responsibility of the depository to maintain the Register and index, which shall be deemed to be the corresponding Register and index for the Companies Act 2013.
Where to maintain the Register of the Companies?
The company shall maintain its registers at the company’s registered office unless a special resolution is passed in a general meeting authorizing the safekeeping of the Register at any other location within the region in which the registered office is located or any other region in India in which more than 1/10th of the overall members entered in the Register of members live.
Maintenance of Register outside India
If the AOA of the company authorizes, it can keep its registers in any nation outside India, in such way as may be prescribed, in a “foreign register” containing the name and particulars of the members, Debenture holders, and other security holders/beneficial owners residing outside India.
Note- If a company fails to maintain a Register of Members/Debenture-holders/other security holders or fails to keep them following the provisions of the Companies Act,2013, the company and every defaulting officer shall be subjected to a fine which shall not be less than Rs 50,000, but which may extend to three lakh rupees if the company continues to fail in maintaining the Register, a further fine of one thousand rupees for every day, after the first during which the failure continues.
Entry in the Members’ Register
Section 88 under Companies Act, 2013, the entries in the registers of Members maintained shall be completed within 7 days after the Board of Directors or its duly authorized committee approves the allotment of shares, transfer of shares, debentures, or any other securities, as the case may be under Rule 5(1) of the Companies Rule,2014.
Authentication of Entries made in Register of Members
It is the responsibility of the company secretary of the company or by any other person authorized by the Board to authenticate the entries made in the Register of Members, and the date of the Board resolution approving the same shall be mentioned under Rule 8(1). Also, It is the responsibility of the company secretary of the company or by any other person authorized by the Board to authenticate the entries made in the foreign Register by affixing his/ her signature to each entry under Rule 8(2) of the Companies Rule,2014.
In a Nutshell, maintaining statutory registers, including Register of Members, is the company’s responsibility and its officer to maintain transparency and good governance in the company. Also, the registers shall be regularly reviewed and upheld as these registers are essential to provide an accurate information to the members and any other person.