Termination of a member register of members - PowerPoint Presentation

1. Termination of a member register of members

2. Ways of Termination of MembershipA member of a company ceases to be a member when his name is removed :1. Transfer of shares by sale or otherwise:When a member delivers duly signed (executed) share Transfer Deed along with share certificate (SH-4) to the person he intends to transfer the share and his name got removed from the register of members of the company or from the registers of beneficial owner on Registration of transferee as member.OrIn case of shares held in electronic mode when a member issues delivery instruction to his DP for transfer of shares and his name got removed from the registers of beneficial owner maintained by the depository.

3. To be Cont..2. Forfeiture of shares: If a member does not pay the allotment money or any call due on shares held by him, then the company has a power to forfeit such shares after giving a proper notice of 14 days.3. Sale of shares under lien:A member on whose shares, company enforces its lien by way of sale of such shares, such member ceases to be a member on the date when his name got removed from the registers of members or from the Registers of Beneficial Owners.4, Death/Insolvency :In case of death  of a member he ceases to be a member on removal of his name from the register of members or beneficial owners and enters the name of his nominee/ successor in his place in the registers.

4. To be Cont..5. Conversion of shares into share warrants/stocks:A company can convert its fully paid up shares into stock or share warrants (if authorized by its Articles of Association),On such conversion the name of such members got struck from the registers and they cease to be a member of the company.6. Buyback of shares:Subject to the provisions of Section 68 of the Companies Act, 2018 and Articles of Association of the Company, those members who offer their shares to the company for sell in buy back, such members cease to be a member of the company on cancellation of such bought back shares.7. Dissolution/Winding up/Striking off the name of the Company:In case of Dissolution/ striking off : if a company’s name is stuck off or it has been dissolved then the members of such company ceases to be members.In case of winding up of the company : on winding up the members ceases to be members  but remain liable as contributories and are entitled to claim share in the profits (if any).

5. Register of MembersEvery company shall keep and maintain the following registers :—(a) ROM indicating separately for each class of equity and preference shares held by each member residing in or outside India;(b) Register of Debenture-holder and(c) Register of any other security holders. (1) Every company shall, from the date of its registration, keep and maintain a register of its members in one or more books in Form No. MGT-1.In the case of existing companies, registered under the Companies Act, 1956, particulars shall be compiled within six months from the date of commencement of these rules.

6. Closure of register of members or debenture holders or other security holders(1) A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement 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 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 publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.(2) The provisions contained in sub-rule (1) 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.

7. PenaltyIf a company does not maintain a register of members or a register of debenture holders other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2).There is Fine which shall not be less than Rs.50,000/- but which may extend to Rs3,00,000/- and Failure is a continuing one- fine which may extend to Rs.1000/- for every day, after the first during which the failure continues