Chapter VII - Management and Administration
Section 91
Section 91: closing the register of members or security holders
Section 91 allows a company to close its register of members, debenture-holders or other security holders for limited periods, after giving prior notice.
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Need advice on Section 91?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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, subject to giving of previous notice of at least seven 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, in such manner as may be prescribed. (2) If the register of members or of debenture-holders or of other security holders is closed without giving the notice as provided in sub-section (1), 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 five thousand rupees for every day subject to a maximum of one lakh rupees during which the register is kept closed.
Introduction
Closure is commonly used to fix who is entitled to a dividend, interest or other benefit. The limits are forty-five days in aggregate in each year and thirty days at any one time.
Notice of at least seven days is required, or a shorter period specified by the Securities and Exchange Board for listed companies or companies intending to list. Section 91 came into force on 12 September 2013 under S.O. 2754(E).
Key takeaways
Time limits
Not more than forty-five days in aggregate in each year, and not more than thirty days at any one time.
Prior notice
At least seven days’ previous notice, or the lesser period SEBI specifies for listed or to-be-listed companies, in the prescribed manner.
Daily penalty
Closing without proper notice or beyond the limits makes the company and officers in default liable to five thousand rupees a day, up to one lakh rupees.
What may be closed and for how long
The register of members, the register of debenture-holders or the register of other security holders may be closed for any period or periods. The aggregate must not exceed forty-five days in each year, and no single closure may exceed thirty days.
Notice before closure
The company gives previous notice of at least seven days, or the lesser period specified by the Securities and Exchange Board for listed companies or companies that intend to list. Notice is given in the manner prescribed. Rule 10 of the Companies (Management and Administration) Rules, 2014 deals with closure of these registers; check its current text for the manner of notice.
Consequences of default
If a register is closed without the notice required, after shorter notice, or for a continuous or aggregate period beyond the limits, the company and every officer in default are liable to a penalty of five thousand rupees for every day the register is kept closed, subject to a maximum of one lakh rupees.
Practical preparation
Keep a running count of closure days in the year. Fix the closure dates by Board decision. Give notice in the prescribed manner at least seven days ahead, or within the SEBI-specified period if listed. Record the notice and the dates on which the register was closed and reopened.
Practical checklist
Do
- Track aggregate closure days across the year.
- Keep proof of the notice and when it was given.
Avoid
- Do not close any register for more than thirty days at a time.
- Do not close a register at short notice.
Illustrative example
Hypothetical: dividend entitlement
An unlisted company wants to close its register of members before its annual general meeting to fix dividend entitlement.
Plan
The Board fixes a closure of ten days, well within the thirty-day and forty-five-day limits.
Notify
Notice is given at least seven days before the closure, in the prescribed manner.
Record
The company records the closure dates and adds them to its running annual count.
Outcome
- The closure complies with section 91 and no daily penalty arises.
Glossary
- Book closure
- The common name for closing a register of members or security holders under section 91.
- Security holder
- A holder of securities of the company other than those covered by the register of members or debenture-holders, for whom a register is kept.
Frequently asked questions
Can a company close its register twice in a year?
Yes, if each closure is thirty days or less and the total for the year does not exceed forty-five days, with the required notice each time.
Does a listed company follow the seven-day rule?
Section 91 allows a lesser period where specified by SEBI for listed companies or companies intending to list. Check the current SEBI requirement.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026