Register of members

The register of members is the legal record of who owns the company. It is kept in Form MGT-1 and updated when shares are allotted, transferred or transmitted, and when a member nominates or ceases to be a member.

What goes in it

• Each member's name and particulars
• Shares held, by class
• The date of becoming a member
• Transfers and transmissions, with dates
• Nominations
• The date of ceasing to be a member

Mistakes that come up

• Writing up allotments only when a filing is due, so the register lags the PAS-3 filed with the ROC
• No entry for a transmission after a member's death
• Corrections made by overwriting a cell, with no record of what changed or why

Keeping it electronically

Section 120 allows records to be kept in electronic form in the manner the rules prescribe. Rule 27(1) of the Companies (Management and Administration) Rules, 2014 speaks of listed companies and companies with 1,000 or more shareholders, debenture holders and other security holders; for a smaller company, whether Keel holds the register itself or a sealed copy kept beside it is for the company and its company secretary to decide. Rule 28 sets the conditions for electronic records, among them protection against unauthorised alteration, a dated backup at least once a day, records that can be reproduced in readable form, and systems that can "discern invalid and altered records" (rule 28(2)(e)); under it the board names who is responsible, where backups are kept and who has access.

How it is kept on Keel

Each entry is sealed with a fingerprint chained to the one before it, and a correction is a new entry that points at the one it corrects, so the register shows its own history. Your firm keeps preparing it in the tool it uses today; Keel imports the export. See a sealed register of members.