Company Law and Practice · Members and Shareholders

Register of Members and Index of Members under Section 88

Updated 11 October 2026 · Fact-checked

The register of members is the statutory record, kept under section 88 of the Companies Act, 2013, of who the company's members are, shown separately for each class of equity and preference shares. It must have an index of names. To answer questions, state the duty, the place, inspection, rectification and the penalty.

Understand Register of Members and Index of Members

A company is an artificial person. It needs a reliable record of who owns it. The register of members is that record. Section 88(1) requires every company to keep three registers: a register of members, a register of debenture-holders and a register of any other security holders.

The register of members must show separately, for each class of equity and preference shares, the shares held by each member. This applies to members residing in India and outside India. Every register under section 88(1) must also include an index of the names in it (section 88(2)). The index helps anyone find a member's entry quickly.

In a depository system, the register and index of beneficial owners kept by a depository under section 11 of the Depositories Act, 1996 are deemed to be the corresponding register and index for the Act (section 88(3)). A company may also keep a foreign register outside India, if its articles authorise it. It holds the details of members, debenture-holders, other security holders or beneficial owners residing outside India (section 88(4)).

The registers are kept at the registered office (section 94(1)). They are open to inspection, and a member can take extracts free. If the register is wrong, section 59 lets the aggrieved person, any member or the company apply to the Tribunal for rectification. Section 91 lets the company close the register for a limited time, which is covered in the formulas below.

Key rules to remember

Registers to be kept (section 88(1)): Register of members + register of debenture-holders + register of other security holders; The register of members shows each class of equity and preference shares separately, for members in India and abroad.
Index (section 88(2)): Every register under section 88(1) must include an index of the names in it; The index is part of the register requirement, not optional.
Foreign register (section 88(4)): Allowed only if authorised by the articles; for members, debenture-holders, other security holders or beneficial owners residing outside India; Kept in a country outside India, in the prescribed manner.
Penalty for default (section 88(5)): Company ₹3,00,000; every officer in default ₹50,000; Applies if the registers are not maintained, or not maintained as required by section 88(1) or (2).
Place of keeping (section 94(1)): Registered office; or another place in India where more than one-tenth of the members reside, if approved by special resolution at a general meeting; The proviso covers the registers and copies of the annual return.
Inspection (section 94(2) and (3)): Members, debenture-holders, other security holders and beneficial owners: free inspection in business hours and free extracts. Any other person: prescribed fee. Copies: prescribed fee; Not available while the register is closed. Prescribed particulars are excluded from inspection and copies.
Penalty for refusing inspection (section 94(4)): ₹1,000 per day of default, maximum ₹1,00,000, on the company and every officer in default; The Central Government can also order immediate inspection (section 94(5)).
Closure of register (section 91): Not more than 30 days at one time; not more than 45 days in aggregate in a year; previous notice of at least 7 days; For listed companies or those intending to list, SEBI may specify a shorter notice. Penalty for breach: ₹5,000 per day, maximum ₹1,00,000.
Rectification (section 59): Apply to the Tribunal; Tribunal may dismiss, direct registration of transfer or transmission within 10 days of receiving the order, or direct rectification and damages; Applicants: the aggrieved person, any member or the company.

How to solve Register of Members and Index of Members questions

Use this method for any question on the register of members, whether it is theory, a short note or a case study.

1Name the provision: section 88 for maintenance, section 94 for place and inspection, section 59 for rectification, section 91 for closure.
2State the duty in plain words: which registers, what the register of members must show, and that an index is needed.
3Apply it to the facts: who is asking, where the register is kept, whether it is closed, and whether the entry is wrong.
4Check the conditions: special resolution for another place, more than one-tenth of members, notice of 7 days, 30-day and 45-day limits.
5For a wrong entry, identify the person aggrieved and the remedy: an application to the Tribunal under section 59.
6State the penalty with the right amount and who bears it: the company and the officers in default.
7Close with a clear conclusion that answers the question asked.

Quickest way: Four-question check

When to use it: Use when you have only a few minutes for a short note or a facts-based question.

Ask what is wrong or asked: not maintained, wrong place, inspection refused, register closed, or wrong entry.
Match it to the section: 88, 94, 91 or 59.
Write the rule and the number that goes with it, such as one-tenth, 7 days, 30 days, 45 days or 10 days.
Write the penalty or remedy and the conclusion in one line.

Common mistakes in Register of Members and Index of Members

Forgetting the index, or treating it as a separate optional record.
Students remember the three registers and skip sub-section (2).
Fix: Write that every register under section 88(1) must include an index of names, and failure is also penalised under section 88(5).
Saying the register can be kept at any place the company chooses.
The proviso to section 94(1) is remembered only partly.
Fix: The default place is the registered office. Another place in India is allowed only if more than one-tenth of members reside there and a special resolution is passed at a general meeting.
Mixing up the penalty amounts of sections 88, 91 and 94.
All three are penalties with similar-looking figures.
Fix: Section 88: ₹3,00,000 on the company and ₹50,000 on each officer in default. Section 94: ₹1,000 a day up to ₹1,00,000. Section 91: ₹5,000 a day up to ₹1,00,000.
Saying anyone can inspect the register free of charge.
Students ignore the difference between members and other persons.
Fix: Members, debenture-holders, other security holders and beneficial owners inspect free in business hours. Any other person pays the prescribed fee.
Saying only the company can apply for rectification under section 59.
Students think of rectification as an internal correction.
Fix: The person aggrieved, any member of the company, or the company may apply to the Tribunal.
Writing that a foreign register can be kept without any authority.
Students remember the concept but not the condition.
Fix: The company may keep it only if its articles authorise it, and only for persons residing outside India.

Worked examples

Example 1

Rohan Textiles Limited keeps its register of members at a branch office in Surat. About 15% of its members live in Surat. The registered office is in Mumbai. No special resolution has been passed. Advise the company.

Show the solution

Provision: section 94(1) requires the registers under section 88 to be kept at the registered office.
Exception: they may also be kept at another place in India where more than one-tenth of the total members reside, if a special resolution is passed at a general meeting.
Facts: 15% is more than one-tenth, so the numerical condition is met. But no special resolution has been passed.
Conclusion: the company has not complied. It should pass a special resolution at a general meeting, or move the register to the registered office in Mumbai.

Answer: Keeping the register at Surat is not valid without a special resolution, even though more than one-tenth of the members reside there. The company must pass the special resolution or keep the register at its registered office.

Example 2

Meera, a member of Kaveri Foods Limited, asks to inspect the register of members and take extracts. The company's secretary refuses, saying a fee is payable and the request is only for the next month. The register is not closed. Is the company right? What is the consequence?

Show the solution

Provision: section 94(2) and (3) allow a member to inspect the register and index during business hours without any fee, except when the register is closed.
Extracts: a member may take extracts from the register without paying any fee. A fee is payable only if she wants a copy under section 94(3)(b).
Facts: the register is not closed, and Meera is a member. The company cannot refuse or demand a fee for inspection or extracts.
Consequence: under section 94(4), the company and every officer in default are liable to a penalty of ₹1,000 for each day the refusal continues, up to a maximum of ₹1,00,000.
Remedy: the Central Government may also order immediate inspection or direct that the extracts be allowed forthwith (section 94(5)).

Answer: The company is wrong. Meera can inspect the register and take extracts free of charge in business hours. The refusal attracts a penalty of ₹1,000 a day up to ₹1,00,000 on the company and each officer in default, and the Central Government can order immediate inspection.

Exam tips

Learn the numbers in a small list: ₹3,00,000 and ₹50,000 (section 88), one-tenth (section 94), 7, 30 and 45 days (section 91), 10 days (section 59).
In a facts question, write the section, the rule, the application and then a one-line conclusion. Do not skip the conclusion.
For a short note on section 88, include the three registers, the index, the foreign register and the deemed register of beneficial owners.
In a rectification question, say who may apply and what orders the Tribunal can make, including damages.

Practice questions from Members and Shareholders

Register of Members and Index of Members: frequently asked questions

What does section 88 of the Companies Act, 2013 require?

It requires every company to keep a register of members, a register of debenture-holders and a register of other security holders. Each must include an index of names. The register of members must show each class of equity and preference shares separately.

Where must the register of members be kept?

At the registered office of the company. It may also be kept at another place in India where more than one-tenth of the members reside, if a special resolution is passed at a general meeting.

Who can apply for rectification of the register of members?

Under section 59, the person aggrieved, any member of the company or the company can apply to the Tribunal. The Tribunal may dismiss the appeal, direct that a transfer or transmission be registered within ten days of the order, or direct rectification and damages.

Can a company close its register of members?

Yes, under section 91. The closure cannot exceed 30 days at one time or 45 days in total in a year, and at least 7 days' previous notice is needed. SEBI may specify a shorter notice for listed companies or those intending to list.