The Register of Members

Section 88 of the Companies Act, 2013 requires every company to keep and maintain a register of members from the date of its registration. This register is the single most important legal record of who is, and who is not, a member of the company at any given time — Section 2(55) itself defines membership by reference to entry in this very register.

What it must contain. For a company having share capital, the register records, for each member: name, address, and PAN or CIN (as applicable); the number, class, and distinctive numbers of shares held; the amount paid up; the date on which the person was entered in the register as a member; and the date on which any person ceased to be a member. Where the company has more than fifty members, it must also maintain an index of members to allow quick reference.

Depository holdings. For shares held in dematerialised form, the company's register of members is supplemented by the records of a depository (National Securities Depository Limited or Central Depository Services Limited), and, under Section 88, the register maintained by the depository is deemed to be an index of members for that purpose.

Where it is kept. The register is ordinarily kept at the registered office of the company. It may be kept at another place within the same city, town, or village where more than one-tenth of the total members reside, provided the company passes a special resolution and files advance notice with the Registrar of Companies.

Inspection. Under Section 94, the register of members is open for inspection by any member without charge, and by any other person on payment of a prescribed fee, during business hours, for at least two hours each working day. Any person may also demand a copy of the register, or part of it, on payment of the prescribed fee.

Evidentiary value. The register of members, along with the share certificate issued under Section 46, is prima facie evidence of a person's title to the shares recorded against his name — it is the document a court or the company itself will look to first in order to decide who is entitled to exercise the rights of a member. …