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Closing of Register of Members

Closing of Register of Members

Every company shall keep and maintain the following registers namely:—

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

(b) Register of debenture-holders; and

(c) Register of any other security holders.

Guidelines for Closing of Register of Members

Section 91 of the Companies Act, 2013 contains guidelines for closing the register of members. It lays down:

(1) A company may close the register of members or the register of debenture-holders or the register of other security holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time. It shall close the register by giving prior notice of atleast 7 days or such lesser period as may be specified by Securities and Exchange Board for listed companies or the companies which intend to get their securities listed.

The Company shall give notice of closing of registers by giving advertisement in –

(a) at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and

(b) at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and (c) publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

These Provisions shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.

Penalty for non-compliance –

If the register of members or of debenture-holders or of other security holders is closed without giving the notice as provided above, or after giving shorter notice than that so provided, or for a continuous or an aggregate period in excess of the limits specified in that sub-section, the company and every officer of the company who is in default shall be liable to a penalty of 5000 rupees for every day subject to a maximum of one lakh rupees during which the register is kept closed.

The provisions relating to closing of register of members has application only when a company desires to close its register of members. When such a situation arises, the requirements of this section 91 are to be complied with.

Closing of Register of Members

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