MGT-1: opening a register of members

Every company limited by shares must, from its date of registration, maintain a register of members in Form MGT-1 under rule 3(1) of the Companies (Management and Administration) Rules, 2014. Section 88 of the Companies Act, 2013 requires the member register to indicate separately the equity and preference share classes held by each member. This page covers the opening register and the sourced register-maintenance points below; it does not determine membership status in a particular case.

What the register contains

Form MGT-1 sets out the company name and registered-office address, share class and nominal value, folio number, member and joint-holder details, membership date, beneficial-owner details where applicable, shareholding and transaction particulars, and authentication. The form is to be maintained separately for each class of shares. Use the applicable fields in the prescribed form rather than treating this summary as a substitute form.

Check your position first

Use the prescribed Form MGT-1 fields under rule 3(1) of the Companies (Management and Administration) Rules, 2014. These prompts are an internal preparation aid, not a replacement form.

Form MGT-1 and rule 8 are in the Companies (Management and Administration) Rules, 2014; section 88(1)–(2) of the Companies Act, 2013 requires the registers and index.

Beneficial-interest declarations

Section 89 of the Companies Act, 2013 requires declarations in specified cases where the registered holder is not the beneficial owner and where a person holds or acquires a beneficial interest. The applicable declaration forms and details depend on the Act, rules and facts; Form MGT-1 includes beneficial-owner particulars where applicable. This is not a complete guide to section 89 filings.

Do it in order

• Maintain Form MGT-1 from registration for a company limited by shares, as rule 3(1) of the Companies (Management and Administration) Rules, 2014 requires.
• Separate the register by share class and indicate the equity or preference shares held by each member, as section 88(1)(a) of the Companies Act, 2013 provides.
• Record the prescribed particulars using the applicable fields of Form MGT-1.
• Make later entries on time: rule 5(1) of the Management and Administration Rules provides for entries within seven days after Board/committee approval of an allotment or transfer.
• Include an index under section 88(2), subject to the rule 6 exception where the number of members is less than fifty; make index entries simultaneously as specified in rule 6(2).
• Authenticate register entries and the index under rule 8 of the Management and Administration Rules; record the date of the Board resolution authorising a non-secretary.
• Keep the register at the registered office, unless a special resolution authorises another permitted location under rule 5(2).

Example: index threshold

For a company with fewer than fifty members, rule 6(1) of the Companies (Management and Administration) Rules, 2014 says maintaining an index is not necessary. Otherwise, section 88(2) of the Companies Act, 2013 requires each register maintained under section 88(1) to include an index of the names included in it. Rule 6(2) says the index entry is made simultaneously with the register entry for an allotment or transfer.

Other security-holder registers

Section 88(1)(b)–(c) of the Companies Act, 2013 also addresses registers of debenture-holders and other security holders. Rule 4 of the Companies (Management and Administration) Rules, 2014 requires a separate register for each type of debenture or other security issued or allotted. This article does not cover director, key-personnel or charge registers.

Beneficial owners and prescribed forms

Section 88(3) of the Companies Act, 2013 deems the register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 to be the corresponding register and index for the Act. Where section 89 applies, follow its declaration and company-return provisions and the applicable prescribed forms; do not infer beneficial-interest details solely from this article.

Preservation and custody

The register of members and its index must be preserved permanently and kept in the custody of the company secretary or a person authorised by the Board under rule 15(1) of the Companies (Management and Administration) Rules, 2014.

Inspection and register closure

Rule 14 of the Companies (Management and Administration) Rules, 2014 provides for inspection of registers and indices during business hours by specified persons, including members and beneficial owners. Since the Companies (Management and Administration) Amendment Rules, 2022, rule 14(3) withholds certain particulars from inspection and from extracts or copies under section 94: "i. address or registered address (in case of a body corporate); ii. e-mail ID; iii. Unique Identification Number; iv. PAN Number." Rule 10 addresses closure of registers; rule 10(2) disapplies sub-rule (1) for a private company, provided notice has been served on all its members not less than seven days before the closure. Check the operative rule and company circumstances before closing a register.

Corrections and legal consequences

Rule 5(5) of the Companies (Management and Administration) Rules, 2014 addresses references to a competent-authority order when the register is rectified pursuant to that order. Section 88(5) of the Companies Act, 2013 provides a penalty for specified register-maintenance failures. This article does not advise on correction procedure or calculate a penalty; check the operative provisions and facts.

FAQ

When does the register open?

For a company limited by shares, rule 3(1) of the Companies (Management and Administration) Rules, 2014 says to maintain the register in Form MGT-1 from the date of registration.

Where can I find the prescribed fields?

Form MGT-1 is set out in the Companies (Management and Administration) Rules, 2014. Use the operative form for the relevant filing and facts.

Nominee holding — how recorded?

Section 89 of the Companies Act, 2013 and the applicable rules provide for declarations and related company filings in specified beneficial-interest cases. Form MGT-1 contains beneficial-owner particulars where applicable; this is not a complete section 89 guide.

Can entries be corrected?

This article does not set out a general correction process. Rule 5(5) of the Companies (Management and Administration) Rules, 2014 addresses rectification pursuant to a competent-authority order.

Where is the register kept?

At the registered office, unless a special resolution authorises another location permitted by rule 5(2) of the Companies (Management and Administration) Rules, 2014. Rule 15(1) provides for custody by the company secretary or a Board-authorised person.

What if we never opened one?

Section 88(5) of the Companies Act, 2013 provides a penalty for specified register-maintenance failures. The applicable facts and current provision should be reviewed; this article does not determine liability or a remedy.

Sources

• Companies Act, 2013, section 88(1)–(3) and (5) (registers, index, depository beneficial-owner index and specified penalties).
• Companies (Management and Administration) Rules, 2014, rules 3, 4, 5, 6, 8, 10, 14 (with sub-rule (3) inserted by the Companies (Management and Administration) Amendment Rules, 2022) and 15, and Form MGT-1.
• Companies Act, 2013, section 89 and the applicable rules for declarations concerning beneficial interests; not fully analysed here.

What to send for a review

For a source-based Form MGT-1 review, gather the company and office details, share class, nominal value, member particulars, holdings and any applicable beneficial-owner information. This article does not determine membership status, tax treatment or a filing outcome.